Danny Phantom and the Legend of Cartouche
by ghostwriter56
Summary: Danny must battle an evil animator bent on destroying his toon universe.
1. Chapter 1

Title: DANNY PHANTOM AND THE LEGEND OF CARTOUCHE

Author: Ghostwriter56

Rating: PG

Synopsis: Normally I never and mean NEVER use real people in my stories, but I have to bring Butch Hartman along for the ride, so sorry Butch in advance. Butch must race against time and space to find an ancient book to save Danny. Don't wanna say more cuz I'm making this up as I go and I don't own DP, Butch or anything except my own characters, though I would like to put in an opening bid of a nickel for Butch…..Cosmo's nickel at that!

Disclaimer: I do not own any character in this piece except my own.

Please note that this is NOT part of my Phantom's Crown Series.

Prologue

The old mansion was on the outskirts of Los Angeles in a long forgotten neighborhood that once boasted millionaires and movie moguls amongst its residents.

It was a bleak looking Victorian with dry, flaking paint and windows hazed with years of dirt and neglect.

Inside the monstrous old place a man of equal antiquity sat at a desk cluttered with books and papers. He was carefully finishing a handwritten letter as a younger man stood in back of him in a crisp blue business suit.

The old man put down the pen in his hand and grunted his satisfaction as he folded the letter carefully and put it into an envelope.

"Do you really think he'll come?" The younger man ventured to ask with a twinge of uncertainty in his voice.

"Marvin my boy, there isn't a cartoon man in this town who would dare turn down an invitation from me. After all, I am a legend in the industry and am a known recluse. Don't worry, he'll come and he will bring the boy with him."

"What makes you think he has the book or knows where it is?"

The old man smiled, his face deeply lined with wrinkles and liver spots. He slowly spun the chair around to face Marvin.

"Butch Hartman is one of the Creators, although he probably doesn't know it. Many in our industry go through life not knowing the secret we carry. We make a cartoon and it comes to life, even if they don't stay here for long. I need that book to finish my work."

"But no one has seen the book since Disney."

"And Walt was a fool. He wouldn't give me the book and he paid the price. That so called heart attack of his back in 1966 was my doing and I will do it again if need be." The old man said with a darkness that matched the cloak he had draped over his thin shoulders. "Hartman must have it, or have access to it. No one since Disney has done such amazing work with cartoons, created such wonderful characters. He has the book, I'm sure of it."

"Even if he does, why should he give it to you?" Marvin asked as he took the envelope from the old man and placing it inside his jacket pocket.

"He will see my reason. He's young, but he's no fool. Then again if he doesn't have the book we will have to give him a reason to find it for us."

"What reason would that be?" Marvin asked, almost afraid of the answer.

The old man smiled a very evil smile.

"We will have his trump card. We will have Danny Phantom."

Chapter I

"Every time you draw something, you create something wonderful that can take on a life of its own. No, that stinks. It may be true, but it stinks." Butch muttered to him self as he tried to concentrate on the lecture he was going to give at an upcoming seminar of animation students.

A loud crash and raised voices came from the hall outside his office. He got up and poked his head out the door to find a pile up of toon bodies at his feet.

"What is going on here?" He asked more from curiosity than irritation at being interrupted.

"Uh, sorry Butch you see we were playing football on the set and things kinda got outta hand." Dash Baxter said as he pulled himself up from the floor, followed by Kwan and a couple others of the teen toons that made up the background of Casper High.

"I feel like I got hit by a truck, several in fact!" Tucker Foley's voice whined as two of the other boys helped him to his feet.

"Do you mind?" Sam Manson was at the bottom of the tackle pile, her arms wrapped protectively around the football.

"What happened to Fenton? He had the ball." Kwan wondered as Danny appeared in back of him.

"Boo!"

"Fenton! Geeze don't do that!" Kwan yelled, nearly jumping out of his skin.

"The rules were no ghost powers." Dash said, knowing full well what had happened.

But Butch didn't.

"Ok, what's going on here? You're supposed to be rehearsing your lines for the next scene."

"We did that, but Dash and the guys were tossing the old pig skin and Danny and I decided we wanted to play too." Tucker said with far too innocent a voice.

"Then what?"

"Well, things got a bit out of hand when Sam tried to take the ball away, something about dead pigs and poets or something like that…anyway she ended up in the game and I passed her the ball." Danny said with a charming smile.

"Yeah, you passed me the ball as you passed through the floor when you tripped me!" Sam argued, poking Danny in the chest with the offending ball which Butch swept out of her hands.

"You guys know you're not supposed to be horsing around in the office area. People are trying to work around here. Lucky for you its lunchtime and most of them are out. Now go back to the sound stage and try to stay out of trouble?" Butch said with a wry smile, tossing the football back to Dash. The group of teens headed back down the hall, but Danny hung back.

"You coming along, Danny?" Tucker called back.

"I'll be along in a minute," Danny replied, then turned to Butch. "Sorry, I guess I let things get outta hand, again."

"You're just a kid Danny. I guess I tend to forget that sometimes. I gotta get back to that speech I'm supposed to be writing. I hate giving speeches. It doesn't feel like me when I'm up there."

Danny looked at him with a blank look and spoke with a plain voice.

"Then don't give a speech. Just talk like you do to us. You get your point across."

"You think?" Butch asked, cocking his head at the simple answer Danny gave him.

"Oh, good! There you are!" A familiar voice called from behind the pair.

"Please tell me that's not Vlad." Butch mutter in trepidation as Danny glanced over his shoulder.

"Yup, it's Vlad."

"I'm so glad I finally caught up with you, Butch. I wanted to go over the pilot script I've written for my new show." Vlad smiled, handing a large bound notebook to Butch.

"What is this?"

"It's for my new show, dear boy! Much as I love being a headliner on DANNY PHANTOM, I must also look to the future and here it is. Viacom's next big hit series!"

Vlad announced with utter delight.

"VLAD MASTERS: ATTORNEY AT LAW? Well, Vlad, I don't think Nick will…" Butch began, trying to hand the book back to Masters who wagged a finger in his face.

"No, you don't understand. This is a drama for one of the other stations. It stars me playing a big city attorney fighting against corporate skullduggery and such. It's really brilliant if I do say so myself. I thought you might, you know, shop it around, and see if anyone takes a bite."

Butch shoved the book back into the tall toons hands.

"That's why you get a literary agent. I'm a director, not an agent, besides we have a big fight scene to shoot this afternoon. You should be going over your lines."

Vlad gave the human a very hurt look.

"You have no appreciation for art, Hartman! If I didn't have a contract with you, I'd…"

"Yeah, yeah, yeah…you'd walk. If I had a dollar for every time you said that to me, I'd have more money than you. Go get yourself an agent Vlad." Butch sighed as Vlad stormed off down the hall.

Danny leaned against the wall, snickering.

"Can you believe that guy?" Butch huffed.

"You gotta love it…VLAD MASTERS: ATTORNEY AT LAW!!!"

Shaking his head, Butch put his hand out to push his office door open when a middle aged man appeared in the hall.

"Mr. Hartman? I am sorry to bother you at work like this…"

"If you're selling something…" Butch said in a warning tone.

"No, not at all. Allow me to introduce myself. I am Marvin Greesh, personal aid to Horace T. Crankshaft."

Butch looked at the man as if he were from Mars.

"Horace T. Crankshaft. Founder of Crankshaft Cartoons, that Horace T. Crankshaft?"

"The one and only! I have here a letter from Mr. Crankshaft that I was told to personally deliver to you and wait for your reply." Mr. Greesh informed as he pulled the envelope out and handed it to Butch. "Would it be possible to step into your office?"

"Oh, sorry…yes, please come in." Butch said, staring at the letter in amazement.

"Well I'll catch you later on the set." Danny said as he turned to leave.

"Please stay Danny. This includes you also." Mr. Greesh said almost in a pleading voice. Danny nodded his agreement and followed the two men into the office.

"Uh, sorry about the mess, I don't get much outside company." Butch apologized as he threw a stack of scripts from a chair for Mr. Greesh to sit down on. Danny just leaned against the desk as Butch opened the letter and read it to him self. When he finished, he put the letter down on the desk and looked at Mr. Greesh with an uncanny gaze.

"Horace T. Crankshaft wants to have lunch with me and Danny. Why?"

"Mr. Crankshaft is an admirer of your work, Mr. Hartman. He likes your work on THE FAIRLY ODDPARENTS, but DANNY PHANTOM is in his words, "a work of pure genius"."

"Who's this Crankshaft guy, Butch?" Danny asked with an innocence that made the man do a double take.

"Back when cartoons were just being animated, Horace T. Crankshaft was one of the pioneers. His work is required watching in animation school. His use of character, art, shading…I could just go on. I honestly wasn't sure if he was still alive. He must be nearly one hundred by now."

"One hundred and three, to be exact, and in very good health too. May I tell him that you will accept his invitation? Mr. Crankshaft doesn't offer his hospitality lightly; in fact you are the first animation director he had invited to his home in a good forty years now."

Butch looked up at Danny who shrugged.

"Why not? What's the harm?"

"It's not the harm Danny. It's an honor. Yes, Mr. Greesh, we'll be there." Butch said with a big grin, extending his hand." Greesh took it and shook.

"Wonderful. Mr. Crankshaft will be delighted. We shall expect you at noon then."


	2. Chapter 2

Chapter II

Butch drove his car up the long drive to the old mansion. He stopped the car and just stared at the dilapidated home before he spoke to Danny who was in the passenger seat.

"Geeze, this place is quite the fixer-upper."

"You think?" Danny asked as he got out of the car. Coming around the front, he walked alongside Butch as they headed to the stairs to the wide front porch. The animator stopped at the front door and reached out and pulled the old fashioned doorbell.

The bells chimed with an old clanging sound that grated on the ears.

"Is my tie straight?" Butch asked the boy.

"Yeah, but I don't get why we have to get all dressed up just for lunch." Danny complained as he tugged at the blue tie he wore. Butch gave his blocky hand a gentle slap.

"This man is only second to Disney in his genius, Danny. I can't believe he wants to see me." Butch muttered, trying not to seem anxious.

"You're the best. After all, you came up with me!" Danny grinned. Butch couldn't help but laugh at Danny's conceit as the door opened and Marvin greeted them.

"It's so good to see you. Please come in."

Butch and Danny stepped inside the house. It was in better shape than the outside with everything neatly arranged, but darkened with heavy velvet drapes that covered all the windows. The room was lit by wall sconces and old Victorian lamps.

"It's a charming home." Butch did his best to be polite.

"Who decorated this place, Vincent Price?" Danny said a bit too loudly. Butch gave him a pained look while Marvin smirked.

"Yes, in fact Vincent was a very dear friend of mine. He picked out most of the paintings you see." A gravely voice said from the dim hallway. Coming into the light was Horace Crankshaft. His once tall frame now stooped with age leaned heavily on an ornately carved cane.

"Mr. Crankshaft, I'm honored to meet you." Butch said approaching the old man and extending his hand. He was surprised at the strong grip the elderly man had as he took it.

"It is I who am honored, young Hartman. Your work is above and beyond any out there today." Crankshaft smiled as he looked around Butch to see Danny standing quietly in back of Butch.

"So, this is your great creation, Danny Phantom. Animation film doesn't do him justice," Crankshaft held out a withered hand and beckoned Danny with it. "Come here, little fellow. I promise I won't bite you."

"Danny's very shy in his Fenton mode." Butch smiled as Danny slid up next to him. Crankshaft placed his hand under Danny's chin, turning his head this way and that.

"Very nice work, Hartman, very nice indeed."

"Do you mind? I'm not a show horse at an auction." Danny snapped at the old man with a dark glare to his blue eyes.

"Danny!" Butch said in shock while Crankshaft laughed dryly.

"Oh, he has a sharp wit!"

"That doesn't excuse bad behavior. I am sorry, but sometimes he can be…"

"He can be a teenager? That's what you created and admirably," Crankshaft said and turned his attention to Marvin. "Is lunch ready Greesh, I'm famished and I'm sure these boys are too."

"Yes. I'll see to it immediately, Mr. Crankshaft." Marvin said and passed them quickly down the hall.

"I don't know what I'd do without Marvin. He's been indispensable these past several years helping me organize my memoirs."

"Are you going to write your story? It's something the animation industry has been waiting on for years now." Butch asked with a twinge of excitement at the prospect of Crankshaft's book. The elderly man nodded with a crinkled smile.

"Yes. I haven't been satisfied with the books written about me, so I might as well set the record straight. You see, I'm not the crackpot everyone thinks I am."

Looking around as they entered the large, ornate dining room, Danny muttered,

"Gee, you could have fooled me."

Butch was mortified at this point.

"Danny, please…" he began; only to have Crankshaft put a hand on the toons arm and laugh.

"I love honesty, brutal as it may be, I still appreciate youth and its unabashed ways. Such a treasure." Crankshaft said giving Danny a look that made the boy very uneasy.

"That was a wonderful meal. I can't thank you enough." Butch smiled as he and Crankshaft sat in the living room.

"Well, since his wife and daughters are away visiting family he thinks a peanut butter sandwich made by Sam is heaven on earth." Danny said slyly from behind the high back chair Butch sat in. Craning his neck upward, Butch said to Danny in an overly happy voice,

"Remember that script we threw out last season? That purely romantic episode we'd planned for Valentines Day, with you playing Cupid?"

"You wouldn't dare." Danny said with a dread in his voice that made Crankshaft lean forward on his cane with great interest. "You promised me we'd never do that episode!" Danny jumped from the back of the chair around to the front to look Butch in the eye.

"I am NOT wearing a diaper. No how, no way!"

"Then behave yourself because I do still have a copy of the script. Steve was very disappointed that we never did film it." Butch said matter of factly, turning away from Danny.

"Steve Marmel is a fruitcake!" Danny said in defense.

"He'll be very hurt to hear you say that, Danny. Steve thinks the world of you and has written some of his best stuff just for you. You have a vivid imagination Danny, maybe I should go to you for plots."

"You should go to somebody." Danny muttered under his breath. Crankshaft chuckled while Hartman gave Danny a killing look.

Marvin Greesh entered the room with a finely polished tea service and look of confusion.

"Am I interrupting?" He asked meekly.

"Not at all, Marvin. Why don't you show Danny some of my collections while I talk with Mr. Hartman here."

"Would you like some tea, Mr. Crankshaft?" Marvin asked with a bit of hesitation.

"Just leave it here on the table. I think I can still handle things. You run along with Danny." The old man said giving his assistant a long look. They younger man nodded his head and turned and smiled at Danny.

"Come along Danny. We might find something to interest you."

"If it's all the same to you, I'd just as soon stay here with Butch."

Butch looked up at the uneasiness of Danny's tone of voice.

"Danny, it's ok. I know how much you hate strange places, but go on and try something new. You tend to get into a rut sometimes."

Taking a deep breath, Danny sighed,

"Ok. Let's go Mr. Greesh."

Butch watched Danny exit the room.

"Sometimes I think he's too shy for his own good."

"He's charming. A crowning achievement in his own right, let alone yours." Crankshaft smiled as he held out a bone china cup to Butch who took with a smile.

"Do you ever wonder, Mr. Hartman what makes a drawing come to life?" Crankshaft asked slowly as he watched his guest drink the tea.

Butch shook his head with a smile.

"I don't honestly know. None of my drawings ever came to life until I started to work on Oddparents. I thought it was some kind of a fluke. There have always been living toons, most of Walt Disney's are still around today."

"Yes, Walt was quite the glory boy of our day," Crankshaft said with a sour tone that was not lost on Butch as he downed the rest of the tea. "My cartoons never came to life. I struggled day and night, but nothing."

"But your work is revered today! I can't begin to tell you how much influence your work has had on me."

"The problem is, young Hartman that my work is on film and film decays and eventually is gone. Many of what I consider my finest works are now gone due to the crude celluloid we had to use back then. Walt was lucky in that he had that blasted mouse to help make money for him and was able to make sure his work lived on after his death. When I am gone, who will carry on for me? I have no living toons like Disney, Fleishman, and those others or you in fact."

Butch shrugged his shoulders and leaned back into the chair.

"I don't know what to tell you, Mr. Crankshaft. There are film conservators trying to save your work as we speak. It's not fair I guess. I don't know why a great man like you had to work so hard while my characters just seem to come to life."

"That is something I have been researching my entire life, Mr. Hartman. Have you ever heard of The Book Of Cartouche?" Crankshaft asked, leaning slightly forward.

Butch stifled a yawn.

"No. I'm sorry, but I never have. Isn't that some kind of oval thing that the ancient Egyptians put their hieroglyphics in?"

"You are close in your answer. The oval or oblong encloses the names of the Egyptian royalty but its meaning goes much deeper. This book that I seek holds the secrets to bringing our drawings to life." Crankshaft said with a sudden fire in his voice. Butch shook his head as lethargy seemed to sweep over him.

"Can't be true, that book would be…"

Butch never got to finish his sentence as he suddenly fell unconscious. The cup and saucer in his hand slipped to the floor. They landed with a soft bounce on the antique Persian carpet.

"That book will make me ruler of the toon universe and you, my dear boy are going to help me retrieve it."


	3. Chapter 3

Chapter III

"…and these are Mr. Crankshafts preliminary sketched for his Crazy Critter series, one of his finest works!" Marvin prattled on proudly as he and Danny walked about the library of the old house that was filled with books and framed artwork from the heyday of Crankshaft's career.

Danny was bored out of his mind.

"I'm sorry Danny. I get so wrapped up in Mr. Crankshaft's work that I forget others are not as enthusiastic as I am."

"That's an understatement." Danny muttered under his breath.

Marvin turned to Danny as he moved behind the huge desk and looked about.

"You know Danny, Mr. Crankshafts work is part of who you are, your genealogy so to speak."

"My whoie-whatie?"

"Geneology, the study of your ancestors. These early cartoons are part of your heritage. They may not have come to life as you and others have, but you have a close family relationship to them."

"Sorry Mr. Greech, the last thing I need are more weird relatives. I wonder if Butch is ready to leave?" Danny said, drumming his fingers on the edge of the desk. Marvin took note of the boy's lack of patience and pulled open an drawer of the desk.

"Well maybe I have something here that will peak your interest, Danny."

Marvin took a large wooden box from the bottom drawer and placed it on the desk. The box was beat up and worn from age and elements. Cocking his head from side to side, Danny looked at it and said with a wave of his hand,

"Boxes aren't my thing. Now the Box Ghost would find this fascinating."

"There's more, watch." Marvin smiled as he flipped an old brass latch on the front of the box that opened it to reveal a beautiful carousel.

"Wow." Danny breathed as Marvin removed it from the old box. He took out a large brass key from the back of the box and carefully cradled the carousel in one arm as he stuck the key in the keyhole under the box and wound it carefully. Setting it down, Marvin smiled as the brightly enameled animals went up and down and slowly spun around to a haunting melody.

"Do you like it?" He asked, noticing Danny's rapt fascination with the thing.

"It's wonderful." Danny said softly with awe as he continued to watch and listen. Danny hardly noticed as Marvin helped him sit down in the large leather chair. His mind was captivated by the music box as it kept playing the music that bore into his mind. He didn't feel his body go limp in the chair. The music box acted like a strange anesthesia which quickly rendered him unconscious.

"That didn't take long." Crankshaft's voice came from the door way as he slowly entered the room.

"He took to it like a bowl of candy. You were right, Mr. Crankshaft." Marvin said.

"Toons can be very simple minded. They all have a weakness. From all the data I've gathered on our little friend here I guess this might be it. He's never seen a real music box before. Somehow I had a hunch he would fall for it."

"Mr. Hartman?"

"Out like a light. Poor boy has been overworked. One little cup of tea and he's taking a nap! Honestly Marvin, you should be more careful what you put in that tea of yours." Crankshaft said with a chuckle.

"He won't be asleep for very long so we should get this done." Marvin said as he scooped Danny up in his arms and brought him over to the large leather couch across the room. Gently, he put him down and reached out for Mr. Crankshaft's walking stick. There was a blue crystal at the top that he unscrewed from its resting place. Holding it between his fingers he held it just inches above Danny's heart. The boy moaned slightly as a small bit of white mist floated from his body and into the crystal.

"Incredible." Crankshaft whispered as Marvin put the stone in a tall glass on the table and poured water from a pitcher into it. The mist inside the stone was drawn out as Marvin handed the glass to the old man who drank it down quickly. He shuttered as he closed his eyes and put the glass back on the desk.

"Well?" Marvin asked with uneasiness.

"I feel better than I have in years! This is amazing!" The old man said as he stood up straight. Marvin smiled as he removed the stone from the glass and placed it back onto the cane.

"I had a feeling Danny would be the one that could help you. His ghostly essence is strong. I could help you buy some extra time to finish your work." Marvin said with great hope in his voice.

"Of course, yes it will indeed." Crankshaft absently noted as Danny slowly awoke.

"What happened?" He wondered as he sat up on the couch.

"We were just talking about Mr. Crankshaft's work and you nodded off." Marvin said helping Danny to his feet.

"Oh, I'm sorry about that." Danny apologized with a blush to his cheeks.

"It's quite all right, my boy. I seem to have that effect on people. I was talking with young Mr. Hartman and he seems to have nodded off also. You fellows work far too hard." Crankshaft said with a bright smile.

"Yeah, I guess," Danny said looking at his watch. "Wow, it's late. We have to get back to the studio to finish shooting."

"Of course, I understand. I hope you will visit me again soon Danny." Crankshaft said, eyeing the boy up and down. "Marvin will take you to Mr. Hartman and see you out."

The old man sat down at his desk and started to write. Danny looked at him with a puzzled look as Marvin guided him out of the room, closing the doors behind him.

"Talk about blowing you off." Danny muttered.

"Mr. Crankshaft is very eccentric at times. One minute he's very congenial the next he's about to toss you out the door. It's not personal." Marvin smiled warmly as he and Danny walked down the hall together.


	4. Chapter 4

Chapter IV

The next day was a blur at the studio. It was nearly eight PM when Butch trudged into his office. He was about to grab his briefcase and head out the door for the night when he discovered Mr. Crankshaft and Marvin sitting on the couch waiting for him.

"Forgive me for letting myself in, young Hartman but it is vital that I speak to you." Crankshaft said, leaning forward on his stick.

"Mr. Crankshaft, I'm shocked to say the least! You haven't been seen out of your home in…" Butch said as he dropped his script on his drafting table and sat down.

"Don't remind me. Sometimes it's hard to face a changing world. My but you look worn out." Crankshaft said, feigning concern.

"Rough day on the set with rehersals for a new Oddparents special." Butch sighed with a trying smile. "Let's just say a little Cosmo goes a long way.

"Actually it's Danny I've come to see you about."

"He didn't break anything yesterday, did he?" Butch asked with trepidation, steeling him self for bad news. Crankshaft cackled.

"No, nothing like that! I want to purchase Danny from you."

"Excuse me, but did you say you want to buy Danny?" Butch asked in a hollow voice, hoping he wasn't hearing what he was.

"Mr. Crankshaft is willing to pay the sum of one million dollars to you, Mr. Hartman." Marvin said pulling a pre-written check from his jacket pocket, holding it out to Butch.

"I need Danny for a research project I've been conducting for the last sixty years. Danny is the only toon who fits the qualifications." Crankshaft explained briefly.

Butch closed his eyes, pressing his hands together as he silently counted to ten to compose himself before replying to the bizarre request.

"I'm sorry Mr. Crankshaft, but Danny Fenton is not for sale. He's a free individual."

"Not according to the Animation Law of 1922 which states that any animated character whether alive or not is the property of the creator of said character and as such is that creator's property." Marvin said with a clip of formality to his voice.

Butch's eye widened in disbelief.

"I don't care. Danny is not for sale now or ever. He has a life here, a family, friends and fans all over the world who adore him. What makes you think I would ask him to give that all up for some experiment?"

"What is the happiness of one little toon to the stability and safety of the entire world, Hartman?" Crankshaft asked in a harsh tone, leaning back in the chair. He smiled at Butch's puzzlement.

"What would the world be like with no wars, no hunger? A paradise on Earth! My goal is to harness these toons for work outside of the entertainment industry. Think of it, Hartman, no one need die from war if we sent toon armies to fight our battles! People everywhere could better themselves as we have the toons fill in with jobs less desirable, the possibilities are endless!"

Butch did his best to keep from showing his outrage at this plan. He clasped his hands firmly together to keep them from shaking at his anger.

"May I ask what Danny's role is in this? Head potato picker perhaps?"

Butch's tension filled the room. Crankshaft seemed to almost feed off of it as he smiled a very nasty smile.

"Oh, no. Danny has a greater purpose. He will be the leader of this new order. We both know that toons in general are very simple creatures. They need guidance but wouldn't it be better for them to take their marching orders from one of their own?"

"You would be using Danny then as your mouthpiece," Butch said flatly as he stared at the old man for several moments before asking, "What do you get out of this, Crankshaft? You don't strike me as the philanthropic type."

The old man pointed a crooked finger at Butch.

"You are correct there, Hartman. Very astute young man you are. I'm glad of it for I have need of your talents. What do I get out of this? Immortality, my boy! Your ghost boy is a rare being that I can cipher life elements from to keep me alive forever."

Suddenly, everything came together in Butch's mind. Why Danny got dragged off with Marvin and how he happened to doze off in the middle of a conversation the day before.

"You knocked me out yesterday! Both Danny and me! That's the reason you had us over, so you could test your theory on Danny. Well, I hope you enjoyed your sample because it's all you're ever going to get, now get out of my office!" Butch exploded.

"Not so fast Hartman, I'm not finished yet," Crankshaft said, leaning forward on his cane again. Butch looked to Marvin who sat stone faced through the entire exchange. "There is something I need that either you have or can get for me. The Book of Cartouche.  Precious few have the gift you have, to bring a drawing to life. I need that book to learn the secret so I may have at my disposal more people to build my army. They will draw them, bring them to life and Danny will instruct them in their role in the world. I think coming from one of their own it will go down better."

"What makes you think Danny will go along with this madness?"

"I have my ways. Danny will want for nothing. He will be the crown prince of his race."

"A race born into slavery! You're a mad man and this is what I think of your proposal!" Butch growled as he grabbed the million dollar check from Marvin and tore it into tiny bits and throwing them in the old man's face. Crankshaft gave Butch a glare that would freeze the Mojave Desert. He rose slowly and walked to the door, followed closely by Greesh. Crankshaft stopped and turned to Butch. He put the cold crystal head of his cane under the animator's chin and said in a chilly voice,

"You'll play my tune, Hartman. You'll see that my way is the only way to save our world."

Butch angrily knocked the cane from the man's hand. Marvin quickly retrieved it.

"Stay away from Danny. It's not a warning Crankshaft, it's a threat."

"A threat from a father protecting his son? Isn't it obvious even to you that you created Danny to be the son you never had? You have a lovely wife, two beautiful daughters and it's still not enough! How very Geppetto of you!"

Suddenly, Butch found him self grabbing the front of Crankshaft's coat and pulling him nose to nose with him.

"If you weren't an old man, I'd pound you senseless, now get out!" He said, releasing Crankshaft who chuckled softly as he and Marvin left the office.


	5. Chapter 5

Chapter V

Dropping down on the couch, Butch put his hands over his face trying to block out the scene that had just played out moments ago. He wasn't sure how long he'd been lying there when a soft knock came to the office door.

"Go away." He groaned, dropping his hands to the couch to push him self back to an upright position. The door slowly opened and a tall, gangly toon in an ill fitted chauffeurs uniform entered the room.

"Uh, Mr. Hartman?" The toon said in a corny voice that Butch recognized immediately. Looking up, he forgot his anger as he rose to greet the visitor.

"Goofy! I'm, I'm speechless! Please come in! I'm so sorry I was rude." Butch rattled on as he shook hands with the Disney legend.

"Awww, that's alright Mr. Hartman, don't apologize. I could get Walt worked up with just a wink of an eye." The toon smiled as he sat down next to Butch.

"What can I do for you, Goofy? Why would you come here so late at night to see me, of all people?"

"Actually Mr. Hartman its Mickey who wants to see you."

Butch sat in stunned silence.

"He needs to see you, Mr. Hartman. He says it's a matter of some uh, what was the word he used…oh, urgency, so I've come to drive you to his place." Goofy stood up and pushed out his chest, nearly popping the buttons on the uniform. Butch did his best to suppress his laughter at the toons action.

"Sorry, I didn't mean to laugh at you Goofy, and please call me Butch."

"Uh, ok there Butch, but we'd better get a move on. Mickey hates to wait."

Butch got up and walked out of the office with Goofy and out to the parking lot where he found a very impressive stretch limo waiting for him. Goofy trotted over to the passenger door and opened it for the animator. He no more settled in and the car rolled out into the traffic at a frightening pace.

"Uh, Goofy are you sure you can drive this thing?" Butch asked, doing his best to swallow his fear as the limo streaked down the road towards the highway exit.

"Shucks Butch, relax! I was drivin' before you were born! Hang on, here we go on the highway, I just love the highway!!" Goofy said in an all too calm voice that did little to calm his human passenger.

"Can you tell me why Mickey wants to see me so urgently?" Butch asked as the limo swirved in and out of traffic.

"I don't know Butch. Mickey just asked me to come and get ya. Here's our turnoff, hang on!"

Goofy took the exit so sharply that Butch got thrown against the door and bounced off it onto the floor of the limo!

"Almost there!" Goofy announced as Butch dragged himself off the floor of the limo and ran a hand through his hair to get it out of his eyes.

"Thank Goodness." Butch sighed as the car finally slowed and pulled up to a wide gated drive.

Goofy rolled down the driver's window and talked to a tall burley toon standing inside the gate.

"I'm back Pete and I got Mr. Hartman, just like Mickey wanted." Goofy said proudly.

"You made great time Goof, great time!" The large toon said with a smile as he looked down at his watch. He pushed a button in the guard house and the metal gates swung open. As Butch was regaining his composure, the limo once more took off like a rocket! In a matter of seconds, Goofy hit the brakes sharply, sending Butch once more to the floor. Looking up from where he was sprawled, Butch could see the passenger door open and Goofy's happy voice announce,

"Welcome to Animaville and Disney Estates!"

Butch looked up and gave the toon the more incredulous look he could muster. He half crawled and was half pulled out of the car. Butch no more turned around and Goofy was back in the car and speeding away. The human had never been to the secluded town of Animaville and its many suburbs such as Disney Estates. Generally speaking, humans were not welcome in this strange place. It was where his own toons lived and yet he'd never been invited there. This was a first.

"Wow." That was all Butch could say at the not only the grandeur of the huge house, but its beauty as well. It was part mansion, part castle with spiraling towers shooting up into the night sky.

Quickly brushing himself off, he approached the front door and pushed the gold doorbell which rang out with, "When You Wish Upon A Star". The door opened and Butch expected to see a butler, but was surprised to glance down and see Mickey himself.

"Hi Butch! Welcome to Disney Estates. C'mon in!" Micky's muffled, high pitched voice announced as Butch entered. "Uh, you don't mind me calling you Butch, do you? It's just I'm such a fan of your work."

"You are?" Butch asked in amazement as they stood in the brightly lit foyer.

"Oh, sure! Minnie and I love your shows. Especially DANNY PHANTOM. To be honest, all the Disney girls think Danny's cute!"

Butch shook his head at this acknowledgement. He'd always know a lot of young human girls were crazy for Danny, but even his own kind pinned for him.

"Every time there's a new episode Minnie has all the girls over and they make a night of it. I watch in another room myself." Mickey blushed as he led Butch down a hallway and into the spacious living room. He motioned for the tall man to sit and he hopped on the couch next to him.

"Well, what can I do for you, Mickey?"

"It's not what you can do for me, Butch but it's what you can do for Walt." The mouse said plainly. Butch gave him a puzzled look.

"What could I do for Walt Disney? He's been gone now for over forty years?"

Mickey smiled.

"Walt's never been gone, at least not in our world."

"But he died in nineteen sixty-six. I don't follow you." Butch argued in a mild voice.

The mouse toon nodded in agreement.

"That's true Butch, but Walt is still with us, at least in a way that we can visit him here. C'mon and I'll show you." Mickey smiled as he hopped off the couch and left the room. Butch followed him down the hall to a darker part of the house that looked much more like the inside of a castle. At the end of a hall was a dark red velvet curtain that was over eight feet in length. Mickey motioned to his companion to stop in front of the curtain as he went to the side of it and pulled a golden cord.

The curtain parted in the center and there was a huge mirror on the wall set in a brushed gold frame and studded with brilliant jewels in a vine pattern that encased the glass.

"Nice mirror." Butch said flatly, not understanding what was going on.

"More than nice, this is a portal to another realm. Like your Ghost Portal on DANNY PHANTOM. All you need to do is tell the mirror where you'd like to go and walk through it."

Smiling, Butch shook his head and laughed.

"Ok Mickey, games over. Who put you up to this? Steve Marmel? Maybe Stephen Silver, or Sib and Ben? Where did they hide the camera?"

The mouse looked puzzled.

"I don't understand you Butch."

"C'mon this is some kind of joke! Those guys who work for me put you up to this! You know, I bet that even old man Crankshaft is in on the joke too with all that talk of ruling over toons! I'll tell you Mickey; this has got to be the greatest practical joke, ever!"

Mickey looked distraught that Butch thought what he was trying to tell him was just a joke. It was then that the glass in the frame became cloudy with a purple mist and a deep, majestic voice seemed to echo from the depths of the frame.

"Who mocks the Magic Mirror? Who dares to taunt the Spirit of the Mirror?"

"Great sound effects, got someone from your studio doing that?" Butch chuckled.

"You do not believe the Mystery of the Mirror?" The voice asked.

"I believe you got a good actor there. Hey Kaufman, is that you behind that mirror? Come on out of there, you ham!" Butch razzed as he took a step toward the mirror.

"It's not a good idea to get the Mirror angry." The mouse warned, but too late.

A large gloved hand reached out and grabbed Hartman by the front of the shirt and pulled him back toward the mirror.

"Mickey!!!" He hollered before disappearing into the depths of the glass.

The toon shrugged his shoulders and sighed,

"I warned you."


	6. Chapter 6

Chapter VI

"So are we gonna meet at the mall tomorrow and just hang out?" Sam asked Danny as he flipped through his new script in his dressing room. She hated when he ignored her and looked to Tucker for help.

"Hey dude, did you see that gimormous cockroach driving that pick up truck across the lot yesterday?"

"Yeah, great, whatever." Danny muttered as he threw down the script.

"What has gotten into you lately?" Sam asked with deep concern. "You seem to be somewhere else."

Tucker took note of his mood too.

"Yeah, since you came back from that Crankshaft dude's place you've been kinda spacey to say the least."

Danny spun his chair around to face his best friends with a feeble smile.

"I'm sorry. I just can't seem to concentrate. All I hear is that music."

Sam nodded as she understood what he was saying.

"The music box that guy Marvin showed you? It's sounds kinda creepy to me."

"It's not creepy. More like haunting, no pun intended," Danny said with a grin.

"Maybe we should check this thing out. I don't like when things get you buggin' like this." Tucker said with concern as he pulled Danny from his chair and towards the door. Danny pulled away from his friend's grasp and said with concern,

"We just can't go busing into someone's house. That's trespassing."

"You said Mr. Crankshaft likes you, so think of it as an unannounced visit." Sam suggested in a bright tone which made the boys roll their eyes.

"Are we heading for another Sam Manson plot twist?" Tucker asked in a wary tone as Sam stood in front of both the boys and wrapped her arm around Danny's waist.

"I'm afraid so! So, what are we waiting for?"

Danny sighed with a resigned smile.

"Ok Sam, but if we get in trouble it's your fault." Danny warned as he grabbed Tucker by the waist, before changing into Danny Phantom and turned the three of them invisible as he flew upwards through the roof of the studio and off towards Crankshaft's house.

They arrived in a matter of minutes, phasing through the wall of the study. Looking around to make sure no one was there, Danny once more became visible along with Sam and Tucker.

"He keeps it in this room. It's in that bottom desk drawer." Danny said moving around the back of the wooden desk and pointing to the large bottom desk drawer. He tugged at it and found it was locked.

"It's locked." He said flatly.

"Uh, ghost powers, remember?" Sam reminded him. Danny slapped a hand to his forehead and turned his arms intangible and reached through the drawer and pulled the box out and placed it on the desk. He turned his hands back to human form and flipped the latch and opened the box and pulled out the carousel.

"Wow, that's amazing!" Tucker said, bending down to examine the fine craftsmanship.

"It's beautiful!" Sam agreed.

Danny found the key in the back of the box and carefully wound the box up. The haunting melody filled the room as Danny sat down in the chair behind the desk.

"I wonder where it came from." Tucker said.

"No place around here, that's for sure. Hey Danny…Danny?" Sam asked looking over to see Danny fast asleep in the big leather upholstered chair.

"No one makes fine music boxes like this anymore, I can assure you, young lady."

Crankshaft stood in the doorway with Marvin close behind him.

Sam and Tucker shot frightened looks back and forth to each other as the old man made his way towards them.

"Please, don't be afraid, I'm not going to call the police or any such nonsense. I'm Horace T. Crankshaft and you must be Sam Manson and Tucker Foley. More of Mr. Hartman's amazing work." Crankshaft leaned heavily on his cane as he offered his hand and shook with both the teens.

"Why is Danny asleep?" Sam asked as the old sat down in a nearby chair, assisted by Marvin.

"You toons have some unusual properties. Like humans have allergies, you have little quirks. Music box music makes young Danny here fall asleep. Rather charming, don't you think?"

"Well, we're sorry we barged in here like this, but Danny wanted to show us the carousel." Tucker apologized nervously.

"It's no problem. Danny is welcome here. I want him to think of this as a home away from home, a sanctuary if you will. He is the greatest of his kind and will soon prove it." Crankshaft said twirling the crystal on the top of his cane.

"Mr. Crankshaft, I don't think this is the time to speak of this." Marvin warned in a low voice from behind the chair.

"Speak of what?" Sam said, putting a protective arm around Danny's shoulders. Tucker took note and closed ranks with her. "Something is very strange here. Danny's been acting funny since he got back yesterday and I want to know why."

Crankshaft grinned at the girl's boldness. He removed the crystal from the cane and handed it to Marvin who gave the old man a warning look.

"Go ahead Marvin, show our curious friends what Danny has to offer."

Marvin took the stone in his hand and gave his employer a wary look.

"I just don't think this is the time…"

"Don't question me. Just show them." Crankshaft said in a calm but creepy voice that was not lost on the two teens.

Marvin walked around the back of the chair where Danny was sleeping and held the crystal directly over his heart. As before, a wisp of Danny's ghost power pulled away from him and entered the stone. Danny wimpered louder than the first time, but it was enough for Tucker and Sam to gang up on the middle aged human and shove him out of the way as they huddled protectively around their friend. As before, Marvin poured a glass of water and dropped the stone into it and handed it to the old man who drank it down. Sam and Tucker were horrified to note the transformation as the man turned nearly fifty years younger right before their eyes!

"You see, I have great need of Danny, but this is not all he can do for me."

"It's not worth it if you hurt him. He was in pain when you did that, whatever you did." Tucker said boldly.

"Every time I ingest a bit of Danny's ghost power, I become stronger and younger, but unfortunately it only lasts a few hours. It is those few hours that will help me make this world a better place for all humans."

"What about us toons?" Sam asked, almost afraid to know the answer.

Crankshaft got up and strode over to the teens as he replaced the blue crystal back onto the cane top.

"Your only purpose in life is to serve us and that is what you will do. Danny will lead his people and instruct them as to their purpose in life to serve humans. Once Mr. Hartman retrieves THE BOOK OF CATOUCHE, I will have many more Creators at my disposal to make more toons to put to work in the world armies and other such loathsome jobs."

"You expect us to fight your battles? Men make wars, let them fight them. Toons are peaceful by nature. Our job is to make people happy." Sam said with great defiance.

Crankshaft moved behind the teens and patted Sam on the head.

"Well, of course it is, my dear! You and Tucker here will have a special place in our new world order. Your job will be to stay with Danny and keep him happy. Not an arduous task I'm certain. Having you both here supporting him will give him the strength he needs to accomplish this great undertaking I have planned for him."

"You can't make Danny do what he knows is wrong." Tucker said, stepping up to Crankshaft with defiance in his eyes.

"Isn't this about the time you take one of your electronic devices and stop me with it?" Crankshaft asked, raising an eyebrow.

Tucker looked lost as he gazed about the room.

"Yeah, but there's not high tech security system to knock out. This place is down right primitive!"

Crankshaft laughed as Marvin came around the desk and grabbed Tucker and Sam, dragging then across the room and tossing them down on a large sofa. He retuned to the desk and gathered Danny carefully in his arms then headed out of the room followed by Crankshaft.

"What are you going to do with him?" Sam asked fearfully.

"Make a prince of him, what else? You two will be perfectly safe here. There is no way for you to escape, the windows are sealed and barred as you can see, so make yourselves to home." He smiled as he closed the heavy doors behind him and locked them.

"Great! Now what do we do?" Sam asked jumping off the couch to pace about.

"Don't worry Sam, good old technology will come to the rescue again. I'll just call Butch and…" Tucker said hopefully as he pulled out his cell phone.

"What's wrong?"

"Something is interfering with the signal. We can't call or receive calls. This old dude is crafty, I'll say that for him." Tucker grumbled as he stuffed his cell phone back into his backpack.

"Our parents will know we're gone and look for us!" Same said with renewed hope. Tucker shook his head and motioned for her to sit down next to him.

"Sam, who knows we're here? No one. Our folks think we're at the mall, that's where they're gonna look, not here."

"We've got to think of something, anything! We can't let that crackpot Crankshaft brainwash Danny and hurt Butch." Sam said as she wiped tears away from her face with the back of her hand. Tucker scooted closer to her and wrapped an arm around her shoulder.

"Don't worry Sam. Butch knows what's going on and he'll save us. I know he will."


	7. Chapter 7

Chapter VII

Unfortunately, Butch was far from saving anyone.

He found himself dumped quite unceremoniously in front of a pair of plain wooden doors. There was nothing around him but darkness. With no other options he reached out and knocked on the door. There was no answer. He decided to face whatever could be on the other side of the doors and reached out to open them when they slowly opened on their own. Taking a deep breath for resolve, he entered the room.

It was a large, well furnished office that seemed very familiar to him. It was decorated as an office of the late 1950's might have been with very modern, streamline furniture. A side door opened a middle aged man appeared. He looked up from a book he was flipping through and closed it. He smiled and approached Butch with a hand extended in greeting.

"Hello Butch, I'm Walt Disney."

Stunned to silence, the younger man just stared in disbelief. He knew this was Disney, but how he was here was too much for him to take in. The older man took note of it and guided Butch to a seat in front of his desk. He casually leaned against the front of his desk, folding him arms across his chest.

"It's about time you came. I was wondering if you were ever going to make it."

"I'm sorry, but I'm not sure what's going on. This isn't a practical joke by my staff, is it?" Butch asked in a tiny voice. Walt chuckled at his statement.

"No Butch, it's not. You're in another dimension. I can't tell you exactly where you are because as your Sheriff Walker says, "That would be against the Rules". I can assure you that this is real."

"But, but you're dead! You've been dead for over forty years!" Butch said with mounting dread. "Am I dead too?"

Walt clapped his hands together and let out a warm, hearty laugh.

"No, no, you're not dead! Goodness, my young friend your career has barely begun! As I said before, I can't tell you about this place only that you're here because you need to be." Walt said, suddenly growing serious. "The world of toons, the world we helped create is being threatened and you're the only one who can save our little friends from doom."

"Crankshaft?" Butch asked as a lady in a 50's style suit came in through the side door carrying a tray with steaming bowls and bottles of soda. She put it down on a nearby table and left.

"Ah, supper is here, will you join me?" Walt offered as he went to the table. Butch followed him and sat down across from Walt. "I hope you like chili and rice, one of my favorites."

Butch merely nodded and took the steaming bowl and one of the drinks. Walt dug in while Butch just played with it, not knowing whether to eat or not. Disney leaned forward and said softly.

"It's not poisoned, if that's what you think."

Butch grinned sheepishly at the kind admonishment. He took a few bites and smiled.

"It's good."

"Of course! What did you think I'd do, slip you something to make you sleep?"

"Already been done to me, I'm afraid."

"Yes, Horace T. Crankshaft strikes again!" Walt said as an announcement. They continued to eat as they talked.

"I knew Horace back in the early days, back when we were young and full of ideals. I found through my work that I had a way of making my drawing come to life and there were others like me. Max Fleisher, Walter Lantz, Bill Hanna, Joseph Barbara, Tex Avery and my good friend Ub Iwerks and others. We were chosen to give life to these beings from another dimension. After we'd draw a concept and approve it, suddenly the little fellows came to life. It was at that time that Master Cartouche made himself known to us and told us about these beings."

"Crankshaft mentioned The Book of Cartouche , he seems to think that I have it. I don't know what he's talking about, Walt." Butch said looking at the older man for an explanation.

Walt smiled as he rose from his seat and went over to the far wall of his office and pulled a long, think volume from the others that looked like its cover was made of solid gold. He motioned for Butch to come over to the couch near the bookcase and sat down next to him.

"This is The Book Of Cartouche. It was given to me by Master Cartouche himself. He's the caretaker of those we call toons, special spirits who like us come to this earth to gain a body and continue on Life's Journey. The Master chose only those artists he knew he could trust to such a sacred duty. Giving them bodies isn't enough. We are to care for them. We are their parents on this planet."

The older man smiled at the confusion that registered on Hartman's face at this point. Reaching out, he patted the young man on the shoulder.

"Try and keep an open mind to what I'm telling you Butch. You're the first Creator who hasn't had the book as a guide. So, anyways back in Golden Age of Animation as it's called now we worked hard and created some wonderful characters, but also kept them hidden from the world as best we could. It wasn't too hard back then without all the technology you have now. I and the other Creators founded Animaville, a place for our little friends to live in peace when they were not working. Things were going along well enough; most animators who were not Creators didn't question our gift except for Horace Crankshaft."

"The villain of the piece." Butch muttered.

"Precisely! Horace was a gifted animator, but when he found out about The Book Of Cartouche he wanted it for himself. I went to Master Cartouche myself and pled Horace's case for him, but wise Cartouche knew him to be a man who would twist what we had into something dark. He forbade Horace the knowledge. As keeper of the text, I had quite a job keeping Horace from stealing it. He tried to bribe the others to tell the secret but even though we were competitors we were bound by the oath we took to protect the knowledge we had. It seemed that Horace gave up and went back to his work, made a pile of money and retired alone and bitter, until now."

"You mean until he found out I have this gift too? I just don't understand this. It seems like something out of a Disney movie for lack of a better term." Butch said with a touch of embarrassment.

"You're the first to have the gift since Bill Hanna and Joseph Barbara. It's been a long time since the book has been opened. You must find the key to open the book."

"Wait, wait wait…you mean you don't have the key that fits this lock?" Butch asked, pointing to the diary like lock on the front of the book. Walt shrugged.

"Every Creator has his own key. You have yours; you just need to look for it and I can guarantee you it will be right under your nose. Took me weeks to figure mine out."

"Let me guess, mouse ears?"

"Very good! You'll find your key in no time and you'd better because Horace is about to make his move and I'm afraid he plans on using Danny to achieve it."

Butch leaned back with a confident smile.

"Danny's too good a kid. He won't go bad."

"Don't underestimate Horace. He's full of evil and has powers that we thought only existed in fantasy, but they're real and he will use them to get what he wants."

"He wants to destroy the toons then?"

"No. He wants to rule over them. He plans what he calls a utopian society where humans pursue pleasure while toons work at low end jobs and serve as the military and fight our wars for us." Walt said with a bitter tone in his voice. Butch sat forward in amazement. "He wants to use Danny as a symbol, one of their own kind to rule over them and with Danny's amazing powers that won't be hard to accomplish."

"There must be someone who can stop him."

"There is," Walt said, rising from the couch. He handed the book to Butch. "You are that person Butch. It's up to you to find the key and stop this madness before it begins. You're our only hope."

"What about you and the others? Can't you help?" Butch pleaded as Walt walked him to the office doors. Walt placed one hand on the door knob and the other on Butch's shoulder.

"We've done our part. We can't go back into the human world, but telling you and giving you the book is a head start. Don't let Crankshaft get the book, no matter what happens. If he should find a way to open it, well let's not think of that. It was good to meet you, Butch and good luck to you."

Butch shook hands with Disney and walked out the door and felt a hand take him by the arm and guide him to the mirror. He stepped through to find Mickey waiting for him.

"That didn't take long, I see you have Walt's book, so I guess that means it's yours now." Mickey's eyes were filled with awe at the sight of the gold book. Butch looked down at it.

"I guess so and I'd better find a way to open it or we're all in trouble."


	8. Chapter 8

Chapter VIII

"You're the only one I could think of to help me with this problem." Butch said as he sat down on the dark purple velour couch in the equally dark purple study.

"Of course I'll help! Horace T. Crankshaft is out to give us good villains a bad name!" Freakshow said with his usual suave as he sat down next to Butch.

Butch left Mickey's with more questions than answers. He asked Goofy if he would drop him off at Freakshow's Victorian Gothic manor across town in Animaville.

"You've got the best knowledge of bizarre items of anyone I know. I figured you could help me find a way to open this." Butch said, laying the book down on the ornate coffee table before them. "It's called…"

"The Book Of Cartouche! How did you come by it, Butch?" Freakshow said in awe as he reached out, but dared not to touch the book.

"Would you believe me if I told you I just had supper with Walt Disney and he gave it to me? I can hardly believe it myself."

Freakshow leaned back in shock at what Butch had just told him.

"You mean you passed through the Time Continuum Portal? No human has ever done it to my knowledge and believe me if they had I would have documentation. Do you have any idea what the ramifications are of what is happening?"

"Freakshow, I barely remembered where you live, let alone what's going on," Butch sighed as he rubbed his forehead, trying to ward off an oncoming headache. Freakshow got up and paced about the room, his dark red bathrobe flowing behind him.

"Butch, Walt Disney was the Master Creator, the head of the Creators Guild. By giving you this book he has in fact made you Master Creator. Joseph Barbara was the last of the original Creators, special humans endowed with the ability to bring drawings to life. Don't you realize that no one has been able to do this until you?"

Butch looked at the toon in confusion and exhaustion.

"All I know is I've got to figure out how to open this darn book so I can save Danny and the rest of you."

Freakshow felt Butch's frustration fill the room and nodded his agreement. Moving across the room, he poked about a several dusty volumes until he found one and brought it back to the couch.

"Let's start with Mooncliffs Almanac Of The Unimaginable. A real page turner and by that I mean a total snooze," Freakshow smiled wickedly as he thumbed through the huge old tome. "Hummm…Mummies, What To Do With Them, I hear they make great lamps! HA! Oh, here's a good one…Getting Ghosts To Do Your Housework!"

Butch let out a short snort.

"Yeah, I'd love to give that one to Jack and Maddie. Is there anything on toons in there?"

"Probably not, but it's not toons we are looking for. We are looking for Cartouche, the guardian of toons." Freakshow flipped through the rest of the book but found nothing to help. He went to retrieve another large volume, plopping it down on the table.

"Here's an oldie but a goodie, Tobin's Spirit Guide."

"I've heard of that. They used it a lot on The Real Ghostbusters show, but I didn't know it was real." Butch said with interest as he looked on as Freakshow flipped through the pages.

Freakshow flashed a smile with his yellow teeth.

"Oh, it's real alright! One of the best books ever written on the subject and…bingo, I think we've found him!" He said with delight as Butch leaned forward to read what was written.

"Cartouche is the legendary protector of drawings. Of ancient Egyptian origin, the legend says that a lowly scribe for Ramses the First was given the task of protecting the records of the king. For many years he did his job well and upon his death he was made the guardian of the spirits of the records. His earthly name has been lost in the ages since his life, but he is now called Cartouche and is believed to also guard animated characters and gives those lives when he chooses through his chosen, called the Creators.

He has given them a gold bound book, The Book Of Cartouche to guide them in their work. He is said to reside in the Land of Spirit."

"Not much to go on, I'm afraid." Freakshow muttered.

"But it's a start. I need to know where to find this Cartouche. I have to talk to him, to find out what I need to know." Butch said urgently getting up to leave, only to have Freakshow grab his arm and pull him back down on the couch.

"Now just slow down there Butch! You can't just run nilly willy around looking for something that may or may not exist. We need to do more research, find a way to open that book. It probably holds the answers to your questions."

"I know, but I have a gut feeling about this whole mess. I think Danny's in danger. I've gotta find a way to shut Crankshaft down before he destroys everything Walt and the others have worked so hard for, what I've worked hard for. I love you guys, you're part of my family and I won't let that twisted sick old man hurt my family." Butch said with great resolve.

The Goth toon gave Butch a dark snarl.

"Don't go all Disney on me. It's hard enough to be the most brilliant toon you ever created without you dumping sugar all over it. Now, let's get back to work before you really make me sick."

Butch nodded, suppressing his amusement at Freakshow.

It was nearly midnight when Freakshow closed the huge volume in front of him and tried to hold in a yawn.

"I think we'd better call it a night. My brain feels like mush." Butch got up and headed for the front door, followed by the Goth toon.

"I'll keep working on it and get back with you tomorrow. We'll stop him and if not, we can always sick Cosmo on him," Freakshow suddenly remembered, "He owes me, after what he did at my Halloween party last year."

Butch rolled his eyes and nodded as he went to the limo and slipped inside.

"Where to now, Butch?" Goofy asked, still eager despite the late hour.

Butch let himself slump in the back seat.

"Home, Goofy. It's…"

"Shucks, don't have to tell me, Butch. I got this neat navigator that'll get us there in no time!"

With that, Goofy threw the car in drive and pounded on the gas petal as the limo flew through the streets of Animaville. Once again, Butch found himself in a heap on the floor.

"That's what I was afraid of." He moaned.


	9. Chapter 9

Chapter IX

It was early Saturday morning when Butch received a call from Jack Fenton asking him to meet with him at the studio.

He got there to find every one of his toons crowded in the big room, the sets and props being pushed aside to make room for the huge group. Butch walked slowly towards the group, not having any idea what was going on. Putting on a weak smile, he put out his arms and asked,

"What's going on gang?"

"Danny, Sam and Tucker are missing, Butch. Do you know where they are?" Jack Fenton said in an uncharacteristically serious tone.

"No, I don't."

"Sam told us she and Tucker were meeting Danny at the Animaville Galleria Mall yesterday afternoon," Mrs. Manson said with a trembling voice. "No one there has seen them."

Butch dropped his chin to his chest.

"No, he can't have them already." He whispered.

"I have scrambled the fairies and no one has seen them. This is not a good thing." Jorgen Von Strangle added in his heavy German accent.

Jazmine Fenton looked directly at Butch, slowly approaching him. She gingerly reached out and touched his arm.

"You know what's happened, don't you Butch?"

He let out a heavy sigh and nodded.

"Well, what's going on? Where are our kids?" Maurice Foley asked with an anxious voice. Butch lifted his head and looked at all the toons before him. Instinctively, he put an arm around Jaz.

"Horace Crankshaft has taken the kids. He was an animator, was very famous in his day but now he's a twisted, demented old man who wants to make all of you work for humans as slaves."

The outcry from the toons was loud and chaotic. A tall muscular toon with flaming white hair stepped out of the middle of the crowd.

"If he thinks he's doing that to us, he's got another think coming and real quick."

"Dan, calm down. I'm not letting anyone take you, any of you." Butch said, looking up at this evil version of Danny. In fact, Dan was not the evil incarnation of Danny Phantom he played.

"That's right; because we're gonna defend ourselves!" Dan said, putting his hands on his hips as he spoke to his fellow toons.

"Please! Everyone just calm down! This is getting us nowhere!" Butch pleaded as the large group chattered amongst themselves. He was loosing control of the situation. Jaz left his side and went to try to talk some sense into Dan.

"Dan, let Butch handle this. This is a human situation, we can't get involved!"

"Someone wants to enslave us, that makes it our situation, Jaz. You should know that better than anyone. We've got to stop this guy and save the kids." He said passionately. Jaz couldn't help but smile at the t-shirt he wore with the black jeans. It was dark blue with white letters that read, "I'm not bad…I'm just drawn that way". She remembered Danny giving it to him at the end of the filming of The Ultimate Enemy.

Butch felt him self loosing control of the situation when a voice of authority rang out over the crowd, hushing them.

"Enough of this! This is not the time to riot."

Clockwork suddenly appeared next to Butch in his adult form. He gave the Master of Time a welcomed look.

"You came just in time." Butch muttered.

"Of course I did. That's my job." He smiled at Butch, and then turned his attention to his fellow toons.

"You want to help? That's commendable I must say but for now the best thing you can do is go home and wait."

Vlad Plasmius came forward with a dark look on his blue-green face.

"Now see here, since when do you start dictating what we should do?"

"No way, Tick Tock Boy. We fight!" Dan said to Clockwork as he turned into his elderly form.

"Do you really want to spend some time in the Fenton Thermos? I can arrange it." Clockwork said with a twinge of anger in his voice that make the two ghosts back off. No one ever crossed Clockwork.

"Please everyone; let me figure out a plan of action. Stay here if you must but don't get involved. He could possibly hurt the kids." Butch requested of his family of toons.

"We must take action and fight!" Skulker's voice boomed from the middle of the crown.

"Yes, I agree with the armored one. We must arm ourselves for war!" The voice of Pariah Dark echoed Skulkers.

Clockwork flew over the crowd and looked down on them as he changed back into his child form, holding his Time Staff tightly.

"No. We must stay calm. If we go there now this Crankshaft fellow could either use Danny to hurt us or Butch. He must want something from Butch. We must give him time to confront this Crankshaft and save the children. Our rushing in there can only endanger them at this time."

The wisdom of Clockwork's words where not lost on the gathered toons. Jack Fenton stepped forward with Maddie close by his side.

"Alright Clockwork, we'll wait."

A rumble came from the gathering. Jack turned to address his fellow toons.

"Look, I don't want to wait either. Some human crackpot has my son and I want him back, but we have to give Butch the time he needs to get the kids back." Jack turned back to Butch and smiled tightly.

"Find a way and bring them back safe. We'll stay here and wait."

"Thanks Jack. I'll get them, I promise."

Butch turned and left the sound stage quickly, followed by Clockwork. The building was hauntingly quiet as he made his way down the hallway to his office. Going inside, he dropped down on the couch.

"What am I suppose to do now? How am I suppose to get the kids away from Crankshaft? Who knows what he's done to them?"

The Master of Time hovered near Butch and looked at the human with great understanding.

"You must confront him and defeat him."

Butch shot the ghost an incredulous look.

"If it's that easy, you go and get them." Butch challenged, then thought about what he'd said.

"I'm sorry Clockwork, I didn't mean it. I'm just so…"

"Scared? I dare say Danny's pretty scared himself." Clockwork said quietly as he changed back into his adult form.

"But I don't know how to open the book!" Butch lamented as he took the book from his briefcase and held it out to the ghost. "I've tried everything. I spent half the night with Freakshow trying to find the key."

"That is punishment enough for anyone, let alone you." Clockwork said laconically. Butch smiled at the ghost's way of making a joke.

"But how do I know what the key is? Where do I find it?"

The time ghost thought for a moment, the floated over to the drafting table across the room. He looked at the sketched scattered about as he spoke.

"The answer is with you and before you. You and Danny together make the key."

"That's about as helpful as Freakshow." Butch said in a deadpan manner. Clockwork turned and looked at the human with a puzzled expression.

"What do you expect me to do? Tell you the answer? My but that would be convenient and lacking in drama. If it's worth having, it's worth working for." Clockwork said as he changed again into his elderly version. As he turned to leave, he stopped in front of Butch and smiled, saying,

"The answer is right in front of you. All you have to do is see."

With that, Clockwork departed the room, leaving Butch confused and frightened.

He sat for several minutes with the gold book resting on his lap, its blank lock staring him in the face. He then got up and went to his desk and shuffled through his papers until he found the invitation with Crankshaft's phone number on it. Grabbing the phone, he dialed them number quickly. It rang several times before Marvin answered it.

"Marvin? It's Butch Hartman…no, you shut your mouth and listen to me. You tell that sick old man that I'm coming there to get my kids and he'd better turn them over. No, I don't want to talk to him. Just tell him to have Tucker, Sam and Danny ready to come home with me, got it? Good. I'll be there tonight at six."

Across town, Marvin put the receiver down quietly.

"He's coming. He'll be here at six tonight."

The old man grinned wickedly as he leaned forward, clenching his hands tightly over his desk.

"He's making the biggest mistake of his life, trying to take Danny from me. He will be ready to meet Hartman, won't he?"

"Yes, Mr. Crankshaft. Danny will be ready to do whatever you tell him." Marvin said, turning away from the plotting of Horace Crankshaft.

Butch slammed the receiver down and took a deep breath. He looked at the clock on his wall. He had exactly nine hours to figure out how to open that book and make it work for him or this was going to be the shortest rescue attempt in history.


	10. Chapter 10

Chapter IX

It was early Saturday morning when Butch received a call from Jack Fenton asking him to meet with him at the studio.

He got there to find every one of his toons crowded in the big room, the sets and props being pushed aside to make room for the huge group. Butch walked slowly towards the group, not having any idea what was going on. Putting on a weak smile, he put out his arms and asked,

"What's going on gang?"

"Danny, Sam and Tucker are missing, Butch. Do you know where they are?" Jack Fenton said in an uncharacteristically serious tone.

"No, I don't."

"Sam told us she and Tucker were meeting Danny at the Animaville Galleria Mall yesterday afternoon," Mrs. Manson said with a trembling voice. "No one there has seen them."

Butch dropped his chin to his chest.

"No, he can't have them already." He whispered.

"I have scrambled the fairies and no one has seen them. This is not a good thing." Jorgen Von Strangle added in his heavy German accent.

Jazmine Fenton looked directly at Butch, slowly approaching him. She gingerly reached out and touched his arm.

"You know what's happened, don't you Butch?"

He let out a heavy sigh and nodded.

"Well, what's going on? Where are our kids?" Maurice Foley asked with an anxious voice. Butch lifted his head and looked at all the toons before him. Instinctively, he put an arm around Jaz.

"Horace Crankshaft has taken the kids. He was an animator, was very famous in his day but now he's a twisted, demented old man who wants to make all of you work for humans as slaves."

The outcry from the toons was loud and chaotic. A tall muscular toon with flaming white hair stepped out of the middle of the crowd.

"If he thinks he's doing that to us, he's got another think coming and real quick."

"Dan, calm down. I'm not letting anyone take you, any of you." Butch said, looking up at this evil version of Danny. In fact, Dan was not the evil incarnation of Danny Phantom he played.

"That's right; because we're gonna defend ourselves!" Dan said, putting his hands on his hips as he spoke to his fellow toons.

"Please! Everyone just calm down! This is getting us nowhere!" Butch pleaded as the large group chattered amongst themselves. He was loosing control of the situation. Jaz left his side and went to try to talk some sense into Dan.

"Dan, let Butch handle this. This is a human situation, we can't get involved!"

"Someone wants to enslave us, that makes it our situation, Jaz. You should know that better than anyone. We've got to stop this guy and save the kids." He said passionately. Jaz couldn't help but smile at the t-shirt he wore with the black jeans. It was dark blue with white letters that read, "I'm not bad…I'm just drawn that way". She remembered Danny giving it to him at the end of the filming of The Ultimate Enemy.

Butch felt him self loosing control of the situation when a voice of authority rang out over the crowd, hushing them.

"Enough of this! This is not the time to riot."

Clockwork suddenly appeared next to Butch in his adult form. He gave the Master of Time a welcomed look.

"You came just in time." Butch muttered.

"Of course I did. That's my job." He smiled at Butch, and then turned his attention to his fellow toons.

"You want to help? That's commendable I must say but for now the best thing you can do is go home and wait."

Vlad Plasmius came forward with a dark look on his blue-green face.

"Now see here, since when do you start dictating what we should do?"

"No way, Tick Tock Boy. We fight!" Dan said to Clockwork as he turned into his elderly form.

"Do you really want to spend some time in the Fenton Thermos? I can arrange it." Clockwork said with a twinge of anger in his voice that make the two ghosts back off. No one ever crossed Clockwork.

"Please everyone; let me figure out a plan of action. Stay here if you must but don't get involved. He could possibly hurt the kids." Butch requested of his family of toons.

"We must take action and fight!" Skulker's voice boomed from the middle of the crown.

"Yes, I agree with the armored one. We must arm ourselves for war!" The voice of Pariah Dark echoed Skulkers.

Clockwork flew over the crowd and looked down on them as he changed back into his child form, holding his Time Staff tightly.

"No. We must stay calm. If we go there now this Crankshaft fellow could either use Danny to hurt us or Butch. He must want something from Butch. We must give him time to confront this Crankshaft and save the children. Our rushing in there can only endanger them at this time."

The wisdom of Clockwork's words where not lost on the gathered toons. Jack Fenton stepped forward with Maddie close by his side.

"Alright Clockwork, we'll wait."

A rumble came from the gathering. Jack turned to address his fellow toons.

"Look, I don't want to wait either. Some human crackpot has my son and I want him back, but we have to give Butch the time he needs to get the kids back." Jack turned back to Butch and smiled tightly.

"Find a way and bring them back safe. We'll stay here and wait."

"Thanks Jack. I'll get them, I promise."

Butch turned and left the sound stage quickly, followed by Clockwork. The building was hauntingly quiet as he made his way down the hallway to his office. Going inside, he dropped down on the couch.

"What am I suppose to do now? How am I suppose to get the kids away from Crankshaft? Who knows what he's done to them?"

The Master of Time hovered near Butch and looked at the human with great understanding.

"You must confront him and defeat him."

Butch shot the ghost an incredulous look.

"If it's that easy, you go and get them." Butch challenged, then thought about what he'd said.

"I'm sorry Clockwork, I didn't mean it. I'm just so…"

"Scared? I dare say Danny's pretty scared himself." Clockwork said quietly as he changed back into his adult form.

"But I don't know how to open the book!" Butch lamented as he took the book from his briefcase and held it out to the ghost. "I've tried everything. I spent half the night with Freakshow trying to find the key."

"That is punishment enough for anyone, let alone you." Clockwork said laconically. Butch smiled at the ghost's way of making a joke.

"But how do I know what the key is? Where do I find it?"

The time ghost thought for a moment, the floated over to the drafting table across the room. He looked at the sketched scattered about as he spoke.

"The answer is with you and before you. You and Danny together make the key."

"That's about as helpful as Freakshow." Butch said in a deadpan manner. Clockwork turned and looked at the human with a puzzled expression.

"What do you expect me to do? Tell you the answer? My but that would be convenient and lacking in drama. If it's worth having, it's worth working for." Clockwork said as he changed again into his elderly version. As he turned to leave, he stopped in front of Butch and smiled, saying,

"The answer is right in front of you. All you have to do is see."

With that, Clockwork departed the room, leaving Butch confused and frightened.

He sat for several minutes with the gold book resting on his lap, its blank lock staring him in the face. He then got up and went to his desk and shuffled through his papers until he found the invitation with Crankshaft's phone number on it. Grabbing the phone, he dialed them number quickly. It rang several times before Marvin answered it.

"Marvin? It's Butch Hartman…no, you shut your mouth and listen to me. You tell that sick old man that I'm coming there to get my kids and he'd better turn them over. No, I don't want to talk to him. Just tell him to have Tucker, Sam and Danny ready to come home with me, got it? Good. I'll be there tonight at six."

Across town, Marvin put the receiver down quietly.

"He's coming. He'll be here at six tonight."

The old man grinned wickedly as he leaned forward, clenching his hands tightly over his desk.

"He's making the biggest mistake of his life, trying to take Danny from me. He will be ready to meet Hartman, won't he?"

"Yes, Mr. Crankshaft. Danny will be ready to do whatever you tell him." Marvin said, turning away from the plotting of Horace Crankshaft.

Butch slammed the receiver down and took a deep breath. He looked at the clock on his wall. He had exactly nine hours to figure out how to open that book and make it work for him or this was going to be the shortest rescue attempt in history.


	11. Chapter 11

Chapter XI

"You can't go there alone. We won't let you." Dark Danny's normally snide voice took on a tone of compassion as he and other powerful ghosts followed Butch down the hall of the studio and into the parking lot. Butch tossed the gold book in the front seat and then turned to look at his toons.

"We've already decided. Skulker, Technius, Dan and I will accompany you. Pariah Dark and Clockwork will stay here and lead the others should we fail." Vlad Plasmius added.

Butch put his hands up in front of him, giving the small gathering a very stern glare.

"Look guys, I'm touched by your support but I have to do this alone. I come charging in there with my four most powerful ghosts who knows what that nutcase Crankshaft will do to Danny, Sam and Tucker?"

"And what progress have you made in finding the key? By the expression on your face I'd say none." Technius asked, noting to look of failure on Butch's face. He'd spent the entire day trying to figure it out, pondering Clockworks words, but nothing came to him.

"Are you going there to hand the book over to him?" Skulker demanded to know.

"If it comes to it, yes." The company of toons exploded in outrage at Butch's plan. "Look, I can't use this book, but if it can secure the kid's freedom than let Crankshaft have it. I don't care about power. I just want those three back here safe." Butch got into his car and drove out of the studio. The quartet of ghosts just stood there and watched him leave the grounds.

"Did Cosmo and Wanda get into the trunk?" Dan asked as Jorgen approached.

"Yes, they did. I am not happy with this plan. We should all have gone and fought." Jorgen said gruffly, tapping the end of his giant wand on the pavement.

"It was the best plan we could come up with. Wanda has nerves of steel." Vlad said confidently.

"She may at that, but it's Cosmo that could throw a wrench in this whole operation." Skulker grumbled.

"What did you want to do? Send Binky?" Technius questioned.

"At lease he has better aim than Cosmo." Jorgen said with worry in his voice.

As Butch got out of the car and headed toward the front door, the trunk of his car opened just enough for two small figures to fly out and hide on the far side of the vehicle.

"Cosmo, we have to be very careful. We don't want anyone to know we're here, remember?" Wanda whispered as she peeked around the back of the car to see the front door open and Butch go inside.

"I know Wanda. Our mission is to find the kids, zap them back to the studio and get Butch out too. Piece of cake…hummm sounds good!" Cosmo said happily as he waved his wand and made a slice of cake appear. As he went to bite it, Wanda wacked it out of the way.

"Cosmo, this is no time for a snack! Let's get going." She said firmly as she turned herself into a butterfly and took off toward the house.

"Wanda, wait for me! You know how bad I am with directions!" Cosmo called as he changed into a green butterfly and followed his wife toward the house. They found a window that was open downstairs and flew inside.

Butch followed Marvin down the long corridor to the staircase that led down below the house.

"How can you work for a man like him?" Butch said with disgust as he clutched the book tightly in is arm.

"He wasn't always like this. I tried to stop him, believe me I did. Be careful Hartman, he had Dark Magic inside him." Marvin said in a meek voice as they neared the doors that led into the grand room Danny had been in. Marvin stopped for a moment before opening the door. "He's controlling Danny. He's not going to let him go."

"What about Sam and Tucker?"

"They're upstairs in the living room. Mr. Crankshaft is feeling rather cocky. He sent Danny to them to try to convince them that what he's doing is right," Marvin shifted uncomfortably, glancing around nervously. "I don't believe his hold on Danny is strong. I think Danny's fighting it as best he can. Maybe seeing you could break it. I have to go bring Danny down now, be careful." Marvin opened the door to admit Butch and closed it behind him.

"Danny, this is wrong. How can you go along with this scheme?" Sam asked, sitting on the couch in the large living room. No one noticed the small green and pink

butterflies float in through the tiny crack in the window across the room. The lit on a vase of half dead flowers and listened.

"I have no choice." Danny said as he turned away from his friends. Tucker reached out and grabbed his arm, spinning him around to face him.

"Dude, you have a choice! Use your powers and fly us out of here, now before they come back." Tucker implored.

Danny pulled away from him and walked over to the ornate black marble fireplace. He placed his hands on the mantle and looked down at the floor.

"Every time I try, he hurts me. You have no idea how bad the pain is. I have to do what he says and so do you." Danny's voice cracked with a fear Tucker and Sam had never seen in their friend before. It cut Tucker deeply but made Sam angry.

"So that's it then?" She challenged, jumping up from the couch and going to Danny. Giving him a hard look she continued. "Look at you! You're not Danny Phantom, you're Danny Fenton who folds under pressure, at least until you got your powers. Danny Phantom helped Danny Fenton find the courage to stand up to the bad guys and make a difference, despite the pain."

"That hurt Sam, especially coming from you." Danny said quietly as he moved away from the fireplace and dropped down on the couch opposite the one Sam had been sitting on.

"Since when has being someone's puppet been you, Danny?" Sam asked, softening her approach as she went and sat next to him while Tucker watched. "He's got you dressed for the part, not that you look bad, but this isn't you."

"I don't know, being lackey to a prince could be…oh right, this is bad." Tucker said absorbing the cold look from Sam. Danny was dressed for the part in a dark blue military style suit with black boots and gloves, the outfit was trimmed out in fine silver thread.

"I'm scared Sam. He's got power. Real power."

"So do you if you use it." She replied as the door opened and Marvin meekly stepped inside.

"What do you want?" She challenged.

"Come along Danny. Mr. Crankshaft wants to see you. It seems you have a visitor."

"It's gotta be Butch." Tucker muttered as Danny got up.

Sam grabbed his right arm and pulled him for all she was worth. Tucker got up and jumped in front of him. Danny couldn't disguise the hurt in his eyes and he shoved her and Tucker aside and went to Marvin. Danny turned to look at them, saying softly,

"I'm sorry."

He followed Marvin out the door.

"Great! Now what?" Sam grumbled as the two butterflies took that as a cue and flew to the pair and transformed.

"Cosmo! Wanda! Boy, are we glad to see you! You can stop this!" Tucker said with joy.

"Sorry kids, remember our magic doesn't work on humans." Wanda said sadly.

"We're here to get you two out safely and to keep an eye on Butch." Cosmo announced with his usual glee.

"I told you Butch would come! We can stay and help him rescue Danny!" Tucker announced. The two fairies shook their heads vigorously.

"No soap sport. We get you to back to the studio where everyone's waiting for you." Cosmo told Tucker.

"There's a plan worked out kids that Butch doesn't know about. Vlad, Skulker, Technius and Dark Danny are on their way here to get Butch and Danny out. Our job is to get you two out of the line of fire." Wanda explained quickly.

Sam reached up and took Wanda's tiny hands in hers.

"But we can help Wanda. We're Danny's side kicks. It's our job to help him out of jams."

"That's fine when it's written in the script, honey but this is real. Someone could get hurt and Butch doesn't want it to be you, though I know he'll kill us when he finds out about this." Wanda worried. Cosmo snuggled close to his wife and with his usual brightness announced,

"Don't sweat it, baby! When we save the day, Butch will give us that theatrical movie he's been talking about for sure!"

Wanda gave him a pained look.

"Puddin', that deal went south months ago," she turned her attention to Tucker and Sam. "Ok, now close your eyes and click your heels three times and say there's no place like home."

"Oh, come on!" Tucker groaned.

"Alright, alright, just trying to lighten the mood a little. Cosmo, on your mark…"

"You sure you'll make sure Danny's safe?" Sam asked fretfully.

"Fairy Scout Promise!" Cosmo answered as he raised his wand.

"One, two…three!"

A blast of power from both the wands joined and spun around Tucker and Sam before they disappeared.

"Now let's make sure they got back ok." Wanda said looking into the star on her wand.

"I'm sure they're fine." Cosmo said. Wanda quickly grabbed him and showed him the scene in her wand.

"Then why are Tucker and Sam hanging from the spotlight banks? Cosmo, you were thinking about pudding again, weren't you?" Wanda scolded as they watched Jack Fenton lumber across the sound stage with a ladder only to have Jorgen gently lower the two down to the waiting arms of their parents.

"Cosmo! When you get back here, I will flatten you with my weinershitzle mallet like the dumb lump of meat you are!"

Cosmo gulped hard and produced a handkerchief to wipe his sweating brow.

"Uh, I sure hope this is a long rescue."

"For your sake I hope it is too." Wanda sighed.


	12. Chapter 12

Chapter XII

Upon entering the large room, Butch unconsciously tightened his grip on the Book Of Cartouche .

"I'm glad to see you're still punctual as ever. It's a fine trait I like to see in my employees." Crankshaft's crackling voice said from across the room. He was seated on the throne intended for Danny.

"I brought the book, now where are my kids?" Butch asked in a demanding voice, staying in the shadows near the door.

The old man chuckled as he slowly rose from the chair. He leaned heavily on his cane as he slowly stepped down the dais, leaning on the tall staff that was once his cane.

"Never did I make any agreement, young Hartman. It was you who made the demands."

"Sorry, I didn't know we were wearing costumes tonight. I left my Superman suit at the cleaners." Butch said flatly, taking note of the heavy black robes the old man was wearing. He smiled at the younger man as he came to the bottom of the dais.

"I am not a man to be taunted. These robes are a symbol of my power. Power I have spent my life amassing since I was denied the power in that book." Crankshaft pointed to the gold folio held by Butch.

"You're not deserving of it. What good will it do you? You can't open it, only a Creator can open it."

"Then, have you opened it yet?"

Butch flushed a bit and replied bitterly,

"No. I don't know how."

"So, good old Uncle Walt didn't have the brass to tell you how to open it? Seems he doesn't trust you, Hartman. He didn't trust me."

"Apparently for good reason," Butch said, finally stepping out of the shadows and into the center of the rotunda. "What would you have done with that kind of power?"

"I would have made this world a paradise for all mankind!" Crankshaft roared as he came closer. He and Butch now stood mere inches from each other. "I still can! I know how the book is opened. Let me guide you, Butch. Together we shall rule this world. With my knowledge of the Dark Arts and your command of the powers within the Book Of Cartouche we will be unstoppable."

"No. I want to rule the world, but on my terms. I believe what Walt said, that I have to figure it out for myself as he did. All I want are the kids. Give them to me and you can have this book and do what you want, but leave my toons and me out of it."

"Very well then, if that's your stand then I will honor your request and release the children to you. Now, give me the book." Crankshaft said slowly, holding out his wrinkled hands to receive it. An alarm went off in Butch's head. He knew the old man was lying, but somehow he found himself starting to hand the book over, when a familiar voice broke the spell.

"Butch!! NO!!!!"

Danny broke away from Marvin and in a running tackle threw himself between Crankshaft and Butch. He knocked them both down, the book slipping from Butch's hands and spinning across the floor to land at Marvin's feet.

Hands trembling, Marvin picked up the gold book and held it as he watched the others get to their feet. Butch grabbed Danny and held him close to him.

"Danny! Did he hurt you?" Butch asked with deep concern as he looked down at the fright in Danny's eyes. "He did hurt you. What did you do to him?" Butch demanded.

"Sometimes conditioning is required. Painful as it is, it has keep him subdued. Now I see that Marvin has the book. Bring it here Marvin." Crankshaft said in a pleasantly sick voice. Butch looked over his shoulder at Marvin, still holding Danny tightly, his eyes pleading with the man to make the right decision.

"No." Marvin's meek voice said in the chilled air.

"What did you say?" Crankshaft asked in disbelief as Butch and Danny turned his way.

"No, Mr. Crankshaft. This has gone far enough. I was a fool to believe you. All you want is power. You don't care about helping mankind; you just want revenge for not being allowed into the Creator's Circle," Marvin came a bit closer and his voice grew more confident with every word. "I was a just a kid, fresh out of animation school. I was good, but I didn't have that spark that you had. When you offered me this job I jumped at it. I gave up my entire life for you! You never shared anything, not even your power with me, well old man here's a wake up call for you, I've got the power right here in my hands and you know what I'm going to do with it?"

Crankshaft's anger rose as Marvin went to Butch and handed the book back to him.

"It's yours by right. I guess you have to earn the right to be a Creator. You're a lucky guy Butch. I would have been happy just to work for someone like you, but he took that away from me." Marvin said in a sad voice.

"Thanks Marvin. It takes a lot of guts to stand up to a bully like him." Butch said, loosing his grip on Danny for a moment. No one saw Crankshaft raise his staff and point it directly at Danny's chest.

A bolt of sizzling blue lightning flew from the crystal and ripped through Danny. Butch tried to grab hold, but the bolt pulled the boy back to Crankshaft's waiting arms. Danny slumped like a rag doll as Crankshaft held the staff high, the blue crystal crackling with energy.

"I've taken all of his ghostly powers from him. I'd planned on just siphoning it out of him bit by bit, but you've forced my hand. The boy will pay for your betrayal, Marvin and your lack of foresight, Hartman!"

The old man cackled as a thick blue smoke enveloped him and Danny. When it cleared, they were both gone.

"Where's Danny? What's he doing now?" Butch asked, looking about wildly.

"I hope I'm wrong, but if not we'd better hurry before it's too late." Marvin said, trying to hold down the rising fear he felt as he bolted for the doors with Butch close behind.

"Puddin' Jorgen's not going to pound you with a mallet. I'd never let him do anything like that to you." Wanda soothed, as she and Cosmo sat on the mantle of the fireplace a few minutes after sending Sam and Tucker back to the studio.

"You will pay for his stubbornness and your own!"

Crankshaft's angry voice came from the door to the library. Wanda quickly raised her wand and shrunk herself down to hide behind a porcelain trinket box on the mantel. She pointed her wand at Cosmo and pulled his shrunken self behind the box next to her just as Crankshaft blew the door off its hinges.

"Wow, this could be a new episode of Extreme Makeover Home Edition…Move That Bus!" Cosmo squeaked merrily until he saw Crankshaft toss the semi-conscious Danny to the floor.

"I would have made you a prince, Danny. You choose poorly, boy." Crankshaft intoned darkly as he went to the desk where the carousel music box had been left out.

"I'll…fight you…somehow." Danny said, managing to get to his feet, using the back of the couch for support.

Crankshaft's face almost looked almost happy as he looked up from the music box for a moment.

"Look at you, you're nothing. Let's put you back to nothing then. You are not worthy to wear the clothes of a prince, you miserable little pauper." Crankshaft said with an evil glee as he held out his left hand to Danny, then clenched it in a fist. Danny's fine suit was replaced with his old jeans and t-shirt.

"We'll beat you, all the toons. We've got an army of our own." Danny said defiantly, putting a hand to his spinning head.

Crankshaft raised a frosty eyebrow at what Danny said.

"My but you are the defiant one, aren't you. Well you can't be the hero this time Danny, not with your powers gone. In fact, my dear boy, you are going to be the first to taste my power." Crankshaft said with wicked intent as he turned back to the carousel.

"Wanda, we have to do something!" Cosmo whispered urgently.

"I know, but I don't know what we can do." She replied worriedly.

The old cartoonist removed the little metal flag from the top of the carousel tent and put it down on the desk. He pressed a button hidden on the back of the base of the box and the music began again. Slowly he watched a thin, crystal shaft nearly four inches long rise from where the flag had been. It began to glow as the crystal on the staff did.

"I've always been fond of the classic fairy tales. You should be honored that I'm letting you die in this manner."

The room grew dark, lit only by the stone in Crankshaft's staff and the thin crystal on the carousel. The air seemed to become thicker as a dark blue mist developed and floated above the floor of the large room. Danny looked away, wiping the sweat from his face with his hands. Even without his ghost powers, he knew what true Evil felt like.

"Oh no!! We've got to stop him!" Wanda cried out as she popped out from behind the box. Before she could raise her wand, Crankshaft reached out and magically pulled hers from her hand. Cosmo was about to jump out when he saw her shake her head to him.

"Now, isn't this nice? Come to watch the festivities, my dear?" Crankshaft crooned as he grabbed the tiny Wanda by her pink hair and tossed her into a small glass dish on the desk. "Now, back to business, Danny, come here."

"Danny no! Don't listen!" Wanda cried out as she banged against the lid of the jar to no avail.

"No, I'm not going to listen." Danny vowed to himself and he turned away from the fiendish old man.

"Well, let's try a different tune then, something more haunting, perhaps?"

Crankshaft found a small switch at the base of the machine and pushed it with his withered hand. The music changed from a bright tune to something darker and sad. It was a lullaby in a minor key that filled the darkness and added to the gloom.

"Come over here Danny." Crankshaft said with the most horrifyingly wicked smile ever. Danny tried with every fiber of his being to ward off the spell being cast. The heat he'd felt moments before was swiftly replaced by a coldness that crept up his spine like a spider. The chill seemed to suck the will from him. His arms dropped limply to his side, his bright blue eyes were glazed and lost as he walked slowly over to Crankshaft.

"Now, you see that crystal? All you have to do is just touch it. It will only hurt for a moment and then it will be done. Now go on, touch it."

Danny felt himself unable to resist the old man's wishes. He slowly reached out his right hand, closer and closer to the crystal.

"Cosmo!! Do something!!!" Wanda cried frantically.

"I hope I don't mess up, here goes nothing!" Cosmos cried out as he jumped from his hiding place and returned to normal size. Pointing his wand at the crystal, he let go a blast of power.

"Banzi!!!" He yelled as the power hit the crystal at the exact moment Danny's finger touched the tip of the stone. The darkness suddenly evaporated, leaving the room in its normal lighting before Crankshaft set his spell in motion.

A cry of pain choked in the boy's throat. A brief smile crossed his face as he saw Cosmo before he fell to the floor as Butch and Marvin entered the room.

"Danny!!!" Butch called in horror as he rushed to the boy's side.

"He's beyond your help, Hartman. He's dead." The old man said with triumph in his voice.

"Oh no he's not!" Cosmo said as he flew down and freed Wanda from her glass prison and restored her to her full size. "I just changed the spell on the crystal from death to sleep."

"Cosmo, how did you think to do that?" Wanda said, hugging her husband.

"It's weird but remember ages ago a the Fairy Academy when the Three Good Fairies gave that lecture on softening spells, seems it's one thing I remember." Cosmo said proudly.

"It can't be! No one can change my spells." Crankshaft challenged angrily looking down on Butch. Marvin bent down and checked a pulse on Danny's limp left wrist.

"It's true, he's still alive." He said happily.

"You meddling little fool! You'll pay for your interference!" Crankshaft roared in fury. He raised his staff and pointed it at Cosmo. A blast of dark blue energy knocked Wanda to the floor and engulfed Cosmo, blue fire tearing at his small fairy wings.

"Cosmo!" Butch yelled over the roar of the power as Cosmo fell to the floor next to Wanda, shaking in pain. Crankshaft moved closer to the two fairies, the crystal of his staff burning with more power.

"Now, I'm going to finish you both for…"

The large glass windows behind the desk were smashed open as Skulker bashed through them, followed by Vlad, Technius and Dark Danny who gave Skulker a pained look.

"You know, we could have just gone intangible and snuck up on him."

"Battle is not for sneaking, battle is for action!" Skulker said, letting loose with his Ecto-Cannons. Crankshaft hissed at the effort and swept them away with the wave of his withered hand.

"Alright, back to the plan," Vlad said impatiently. "Everyone, MOVE!"

Technius stepped up and swung his Lightning Rod, hitting Crankshafts staff. The sparks of power flew wildly as the two pushed against their weapons. Skulker bent down and gently scooped up the wounded Cosmo and stunned Wanda, bringing them to Butch.

Vlad turned and readied a hot fuchsia ball of power to stun Marvin with.

"No Vlad, he's on our side!" Butch said as Marvin cringed before the formidable ghost. Vlad gave Butch a nod and fired his volley at Crankshaft.

"Come on, we've got to get you outside." Vlad said, ducking a rocket fired from Skulker that went awry.

Crankshaft managed to build up enough power to throw Technius to the floor, knocking the Lightning Rod from his hands.

"That was a move I hadn't planned on." The Ghost Master of Technology said in his usual quirky manner.

"But this is!" Crankshaft laughed as he plunged his fiery hot crystal into the ghost. The old man was caught off guard by Dark Danny who let off a green volley of power, knocking the old man off his feet and sending his staff flying across the room and through a glass window. Dark Danny grabbed Technius and pulled him to his feet, retrieving his Lighting Rod just as the sound of a loud car horn ripped through the night.

No one stopped fighting to watch the garish blue and green van drive right into the library. The side door slid open and Shaggy McCool stuck his head out warily. A blast of ghost power zinged by his head and he ducked back into the van.

"Like man, there's no way I'm going out there!" He said fearfully closing the van door.

"You heard Mickey. We're the rescue team. We have to get Butch Hartman out of here." Freddy said from behind the wheel of the Mystery Machine.

"Not even for a Scooby Snak?" Velma asked, shaking a box of treats in her hand.

"No time for snacks!" Daphne scolded as she tossed a Fenton Ecto Bazooka to Thelma who dropped the snacks and caught it.

"Sorry about that Daphne, old habits." Velma apologized as Jazz moved quickly from the back of the van toward the door joining the other two girls. It took quite a bit of persuading but she managed to get on the rescue team despite her parents protests. She dropped down between Shaggy and Scooby and spoke firmly to them.

"Look you two, my brother is out there and we've got to get him, so suck it up and let's move out!"

"The things I do for a lousy dog biscuit! C'mon Scooby, let's do our thing!" Shaggy said to the large dog next to him. "When I open the door, you make like a Saint Bernard and get Butch Hartman over here; I'll follow and get Danny. Got it?"

"Right, Raggy!" The dog said, not sounding over confident.

"Ok, Scoob, one..two…three!!!" Shaggy threw the door open and tumbled out with Scooby Doo right behind him. He rolled on the floor over to where Butch was huddled behind the couch with Dark Danny firing Ecto-Balls at Crankshaft. Dan turned to see the hap hazard pair and gumbled,

"It's about time you got here!"

"Man, you have any idea what the traffic is like on a holiday weekend out there?" Shaggy asked Dan.

"I take it this is the rescue team? Sheesh, talk about last minute planning." Butch muttered as a blast from Crankshaft went through the couch and zipped just past the side of his right arm, ripping the dark blue shirt he wore. Butch jumped up from behind the couch and pointed at Crankshaft, yelling angrily,

"Hey, my wife bought me this shirt for my birthday!"

A black gloved hand reached up and pulled Butch back down as a blue volley of flame flew past where Butch had been standing just seconds before.

"If you want to live to see your next birthday and another shirt, stay down!" Dan chastised harshly while Butch grabbed onto Danny again.

The three girls jumped from the van and started firing at Crankshaft. The blasts just bounced off him.

"It's not working!" Daphne cried out.

"It's a toon weapon, it doesn't hurt humans. It's the best we have, keep firing!" Jazz yelled over the noise.

"C'mon man, we gotta get outta here, like now!" Shaggy said pulling Danny from Butch's arms and tossing him over Scooby-Doo's back. The huge Dane quickly jumped into the van with one leap, keeping Danny on his back.

"Let's go man!" Shaggy yelled, grabbing Butch's arm and nearly dragging him to the van with Marvin close behind. As soon as he was in, the girls piled in, but not before Skulker made his way to the van.

"Take Cosmo and Wanda, they're both hurt badly." Skulker quickly passed the two fairies to the girls and slammed the van door shut. Fred threw the Mystery Machine into reverse and drove off into the night. Inside the van, Cosmo looked up as Butch put his hand on his head.

"Cosmo, I know you're in a lot of pain, but I have to ask you this. How do we wake Danny up? You said you changed the spell."

Cosmo winced in pain and he forced a little sheepish smile.

"Funny you should ask. Uh, I don't know, it was so fast, I just threw the spell out there and hoped for the best."

"Oh, Cosmo!" Wanda said weakly, reaching out and taking his hand in hers.

"Oh Cosmo is right." Butch muttered under his breath sadly.

The four ghosts were feeling the strain of battle and made a hasty retreat but not before flying to the back of the house and finding Crankshaft's staff near the window it had broken. Vlad took charge of it as they sped back to Anamaville.

Crankshaft was left in the ruins of his library. Books, papers, furniture scattered and scarred, but that was not what concerned him. He made his way outside to see the four ghosts flying away with his staff.

"If you fools think that will stop me, I have a big surprise for you." He said darkly as he moved out of the room and down the stairway to the circular chamber. Stopping at the base of the stairs, he leaned against the doorway, catching his breath. The essence of Danny's ghost power was worn off and he was feeling weak from using so much of his power.

"I still have once last resource left to me." He said quietly as he slowly made his way to the center of the room. There was a round dark blue glass stone set in the floor. He tapped his foot on it thee times and stepped back as a dark circular pillar rose from the floor. Two dark doors opened in the pillar to reveal a dark blue light from the crystal glowing down on a tall black glass vial with a glass snake winding around it in green and red. The head of the snake made the stopper of the vial. The old man's hands shook as he slowly removed the vessel from its place.

"Pure Essence of Evil. Its ingredients only know to the ultimate masters of Darkness. I've spent my life looking for it and have kept it hidden for decades until this moment. I wanted to use Danny Phantom as my power source but now I must use it and take my rightful place as a true Lord of the Night. I cannot go back, once I've drunk the potion I am bound to its power. So then, let it be!"


	13. Chapter 13

Chapter XIII

Fred pulled the Mystery Machine to a screeching halt in front of Micky's home. The side door opened and Plasmius reached in and took Danny from Butch's arms long enough for him to get out of the van along with Marvin who had Cosmo and Wanda.

"Everyone is meeting at the mall, you'd better get down there, and thank you for your help." Vlad said to the kids and dog that made up Mystery Inc.

"Glad to do what we can to help." Fred said with a grim smile as he gunned the van and left.

Vlad gently shifted Danny back into Butch's arms as he and Skulker escorted him and Marvin into the house.

Mickey was in the foyer to meet them along with several others.

"We heard Cosmo and Wanda were hurt in the fight. Flora, Fauna and Meriweather will do what they can to help." Mickey said, motioning to the trio of fairies who quickly looked over the two injured ones.

"Wanda is just stunned and bruised, but Cosmo's wings have been burned nearly off!" Flora said with shock.

"They're bad, but I think I can mend them." Fauna said with a tiny smile.

"If I get hold of that Crankshaft, I'll…." Meriweather huffed in anger as she followed the other two as they took charge of Cosmo and Wanda, leaving Marvin feeling quite useless and uncomfortable since many of the other toons gave him very wary looks.

"What about Danny?" Butch asked, having difficulty hiding his anxiety over the situation.

"Walt wants to see you right now, and he's not happy about this at all." Mickey said grimly as he led Butch down the hall.

Marvin was left alone in the large room which seemed to grow smaller by the second until he said loudly,

"Alright! Look, I'm sorry for what I did. I never realized Mr. Crankshaft was such an evil man. I'm sorry, that's all I can say." He ended very meekly. Minnie came forward and put her hand forward.

"It's alright Marvin. Everyone makes mistakes and we can use all the help we can get right now."

Marvin smiled and bent down to shake her hand.

"Thank you, Minnie. Just tell me what you need done."

"Your actions were unspeakable! How could you just go charging into a trap like that? You nearly lost the book as well! Lucky for you that Marvin saw the light! I'm very angry Butch." Walt ended his several minute tirade as Butch looked down on the couch where Danny laid still unconscious in Walt's office.

"I don't care! If I hadn't gone then Crankshaft would have probably had full control over Danny as well as Sam and Tucker. They come first, before any stupid book!" Butch fired back with as much passion in his voice as Walt.

Walt took a deep breath, taking his handkerchief from his breast pocket and wiping it over his face.

"Butch, I'm sorry, but when it comes to the book, I just…you have no idea how valuable it is, the secrets it holds. In the wrong hands, in Crankshaft's hands it would be deadly." Walt said in a much calmer voice. Butch nodded, looking down at the book now again in his possession. In the confusion of the fight, Dan had grabbed it and taken charge of it, handing it over to Mickey when they arrived minutes before Butch had.

In that moment of quiet, Clockwork entered the room in his adult form. He held not only his Time Staff but Crankshaft's staff as well.

"This is where Danny's ghost powers are now." Clockwork said, showing no emotion as he floated over to Danny and laid a gloved hand over his chest. "I was afraid of this."

"Afraid of what? What's going on now?" Butch wondered, feeling heaviness in the pit of his stomach.

"When Horace Crankshaft drew all of Danny's power out at once time, he damaged Danny's host organ, in this case his heart."

"Then it's a good thing that Cosmo put that spell on Danny." Walt said, joining Clockwork by Danny's side. Butch felt very alone as the two spoke as if he were not there.

"Yes it is. The original spell though did manage to seep in and do the damage. If we woke him now, he would die."

"Would someone please explain to me what is happening?!" Butch's voice started out very small, but grew until he found himself yelling at the top of his lungs. Walt and Clockwork gave him very surprised looks. Butch took a deep breath as he stood behind the couch and reached down to touch Danny's raven hair. "He's my responsibility."

"Yes, that's true," Walt said with a nod. "I think Clockwork can best explain this unique situation." Walt said going back to his desk to examine the staff while Clockwork changed into his elderly form, motioning Butch to sit down in a nearby chair.

"Butch, you have the gift of the Creator but you also stumbled upon something else that no one else has ever done before."

"You mean besides botching up this whole nightmare?" Butch asked dully. Clockwork smiled and shook his head.

"No. Everything is happening as it should. You've made the decisions you were suppose to. That is not what I mean. You see, the world that the Creators work from is a separate dimension form their own. You give life to other beings through your art. These beings live in another world apart from yours. It is your special gift that allows them access to this world and gives them the ability to take a form and move on in their evolution."

"Is this where that Cartouche fellow comes into things?" Butch said as Walt looked up in surprise.

"You found out about Cartouche?" He asked.

"Not as much as I would have liked to, but I have a feeling this is all coming together now."

Clockwork nodded his approval as he transformed into his child form.

"Very good Butch, you're a quick study. Now there is another dimension out there, the dimension I and all the ghost characters come from. It is indeed a Ghost Zone of sorts, but we don't consider ourselves ghosts. We are like the others except we have powers they don't. In creating DANNY PHANTOM, you somehow tripped into our world and pulled us into this world as well as the children of Cartouche. Danny is one of the children of Cartouche but in creating him, he has taken on our attributes as well. He is indeed half ghost, half human."

"I'm sorry, I didn't mean…"

"Don't be sorry. What you've done is far and above anything any of the previous creators have done, myself included," Walt said as he put down the staff and looked across the room to a bemused Butch. "You are the first of a new breed of Creator. You will train the next generation to create fantastic beings."

"But, why me?" Butch asked in a small voice.

"I don't have the answer to that question. Only God in his infinite wisdom can say and he hasn't told me. We serve the Light. We are chosen and we must use this gift to help these little beings move on in their life cycle and they in turn bring much joy and happiness into our world. That's the only explanation I can give you."

"So, this Cartouche is some sort of guardian to the toons?" Butch questioned.

"Yes! That's it, now you're getting the hang of this!" Walt said, clapping his hands together in joy. "The book is his guide to us on how to care for his children, our children."

"But wait, what about Danny? You said he's half ghost, for real? I thought after the show ends he would just become a boy again. He's going to be like this, forever?" Butch's concern filled the room as Clockwork changed again to his adult form.

"Yes, we have gotten off track. Danny is a ghost, at least that's what people in this plane of existence call our kind."

"Does that term offend you?" Butch asked meekly.

"No," Clockwork said with a smile, "It doesn't. Let me explain what is happening to Danny. Power like he has doesn't not just run willie nillie through one's body, it resides in a growth, like your human cyst but ours cling to a host organ. Danny's host organ is his heart. All around his heart these little power nodes as we call them are developing and growing. They do no damage to his heart, in fact they help keep it safe, but when Crankshaft drew all of Danny's power at once it cause the nodes to go into shock which effects Danny's heart."

"What can I do to help?" Butch asked, wanting to do something instead of just sit around and talk.

"There is nothing you can do. I must take Danny back to the real Ghost Zone, his birthplace and he must have this put into his heart to stabilize his power base." Clockwork explained as he pulled a small box from his cloak. Inside the box was a silver round case, much like an old fashioned pocket watch, but this was no bigger than a half inch in diameter. Pressing a tiny button, the face opened to reveal several tiny clocks, some running fast, some slow.

"Amazing!" Walt remarked as he came over to see.

"This device must be planted inside of Danny's human heart. It will regulate his heart and keep his power nodes in balance. I have a hand picked team of surgeons in the Ghost Zone waiting. I must bring Danny now." Clockwork mildly said as he bent down and took Danny in his arms.

"But what if Crankshaft comes?" Butch asked.

"I will be back before then, besides you have another appointment to keep." Clockwork smiled as he transformed into his elderly form and managed to spin his Time Staff even with Danny in his arms. The both disappeared in a flash of light.

"What did he mean by that?" Butch wondered as Walt went over to his desk and picked up Crankshaft's staff.

"It's high time you meet Master Cartouche. He will be the one with the answers to your questions." Walt said as he went back to Butch and guided him across the room to the large bookshelf. Walt removed a certain book and the entire bookcase seemed to melt away.

They walked down what seemed to be an endless corridor illuminated by ornate metal sconces along the smooth stone walls. The hallway led into a large room that was filled with simple furniture dating back centuries. The colors of the room were warm and inviting. At the center of the room a man sat at a table and chair. He turned around and smiled.

"Is it time already? I do loose track of it so often."

"Master Cartouche, this is Butch Hartman, but you already know that." Walt said with a slight bow to the man.

Master Cartouche smiled as he stood. He was a very tall, thin man with copper skin and high cheekbones. His clothing was loose and comfortable made up of sandals, slacks and a very long loose shirt with no collar or cuffs. His head was wrapped in a simple blue cotton turban.

"You look a bit disappointed Butch. I'm afraid my attire doesn't suit my job, but then I do prefer comfort over pageantry. I do the frills for public appearances; my children love to see me in my finest." Cartouche said in a very smooth, cultured voice with a touch of his Egyptian accent still in place.

Butch fidgeted nervously, not knowing whether to bow or shake the man's hand.

"Sorry, I'm kinda new at this. Never met a god before."

Cartouche chuckled as did Walt.

"I am not a god, merely a caretaker of sorts. My position is to care for these special children. Come." Cartouche beckoned to Butch and Walt followed to a curtain that covered the entire wall. With a wave of his hand, Cartouche parted the curtain to reveal a beautiful city below full of bustle and energy. Some beings where characters while others were little sparkle balls that floated about. One of these shot up the side of the great castle and bounced off Carouches' long thin outstretched hands.

"This is one of the unborn. One who has yet to come to your world to receive a body. Once they have a body given them by a Creator they will stay in your world or come back here. Some are only with you for moments, some for years. How long has Mickey been in the world now, Walt?"

"Oh, I forget now, getting close to a hundred years now." Walt answered as the little orb flew over to Butch and snuggled against his face.

"It's so soft and warm."

"Yes, they are indeed. They are made of light and love when they are in this state and they continue on, coming back here to live forever." Cartouche said as the little orb flew away.

"So much of this I don't understand." Butch marveled.

"That's because you haven't read the book yet." Walt chastised as Cartouche closed the curtain and went back to sit in a red upholstered chair.

"Yes, I understand you've been having problems." Cartouche noted, motioning for the two to sit in chairs next to him. Butch sat down and then noticed he still had the book in hand. Cautiously, he held the book out to Cartouche.

"I don't think I'm the right person for this job. I've really made a mess of things."

Cartouche shook his head and gave the gold bound book a gentle push back towards Butch.

"I know who can be trusted with this power and that is you. Don't argue the point with me. All the others felt the same way, didn't they Walt?"

"Yes, we all were apprehensive. Even Tex Avery who's as gung ho a guy as anyone was. That's why Master Cartouche would not allow Horace to have the power, because he wanted it too much."

"Precisely so, Horace wanted to use the power to become the greatest animator ever. That's not what this gift is about. It is about giving life and helping others, not seeking fame and fortune for your self," Cartouche said leaning back in the chair, studying Butch all the time he spoke. "You love what you do and you are very good at it. Even the tedious parts of the job you take on because you want to present a fine show. You are good to your characters; you show great compassion for them. That, young man is what makes a Creator. Horace Crankshaft had the talent, but not the heart."

"But then how do I defeat him? I've got this bad feeling about what he's going to try next and how do I open this stupid book? Oh, I'm sorry, I've just gotten very frustrated with this thing lately." Butch said sheepishly. Cartouche merely laughed at Butch's frustration.

"Let me show you then, and later remind me to chastise you, Walt for not showing him how to open it."

"I had to figure it out for myself. I thought it would be good for him." Walt said with a touch of hurt in his voice.

Cartouche leaned forward and pointed a long thin finger at the book in Butch's hands.

"Now, notice the lock. It is just a flat piece of gold, not opening for a key. Next to it is the stylus. You must put your mark on the lock to open it."

"I just spent nine hours in my office trying everything. Nothing works."

"Did you try standing on your head and saying abracadabra?" Walt teased.

"Now take the stylus in your hand," Cartouche instructed. Butch picked it up from its resting place next to the lock. "Now, sign your name."

"What?" Butch said in disbelief.

"Go on then, sign your name in the plate." Cartouche urged gently. Butch did as he was told and watched as the stylus engraved his name in the gold. The lock snapped open and the book flipped open to the first page. This startled Butch to no end and he jumped up in shock, dropping the book and stylus from his hands.

"It's not going to bite you! Heaven's sake, you think you'd never come across a magic book before." Walt huffed, giving Hartman a pained look.

"Well, I haven't! Maybe you belong to the Magic Book Of The Month Club, but I don't, well maybe I do now."

Cartouche bent down and picked up the book and stylus and handed them back to Butch. Butch sat down and started to read the book to him self. He became so absorbed with it that he didn't notice Cartouche and Walt leaving. They went to the far side of the room where Walt handed Cartouche the staff he'd been carrying.

"This is Crankshaft's power staff. The stone is where he stored Danny's power." Walt explained as they slipped out a small side door and into what looked like a laboratory.

"Yes, the fiend. I am very angry at the fool for what he's done. Danny is a very precious child, the first of his kind. I will have to siphon Danny's power from the stone and purify it. Crankshafts' evil has tainted it and we must make sure when we put it back into Danny that it is as it was." Cartouche said darkly as he took the staff from Walt and removed the blue stone. He put it into a large crystal bowl and added several vials of different colored liquids to it.

"Do you really think Hartman can stop him? He's so wet behind the ears you'd think he just got out of the shower." Walt said with concern as he paced about the room.

"He can and he will. He knows this in his heart of hearts." Cartouche said wisely as he looked out the door to see Butch across the room. He was slumped over in the chair, fast asleep with the book open on his lap.

"I sometimes forget that humans weary so quickly. He needs to rest before he faces his ultimate enemy." Cartouche said with a touch of sadness in his voice.


	14. Chapter 14

Chapter XIV

When Butch finally awoke, he found himself in a spacious room on the softest bed he'd ever been on. Rubbing his eyes, he looked over to find Walt sitting at a desk across the room reading. He looked up from his book and smiled pleasantly.

"Welcome back. You've been asleep for quite some time."

"I'm sorry. Before I opened my eyes I thought this had all been just a bad dream brought on by my own bad cooking. What has happened?" Butch asked as he slowly sat on the edge of the four posted bed.

"Clockwork returned with Danny a while ago. The operation was a success, however he is still asleep. We were hoping the time device would break it."

Butch jumped from the bed, but felt very dizzy. He reached out and grabbed one of the bed posts and clung to it.

"I've got to see him."

"Not now. Master Cartouche is transferring his power back into his body. That will take some time. Why don't you take a nice hot shower and have something to eat, you look done in." Walt said, getting up going to Butch to walk him over to the soft blue marble bathroom. "I sent Goofy to your house to bring you a change of clothes," Walt said pointing to a dark plum shirt and black pants hanging on a coat rack next to the closet. "He said something about a pink glass vase that got broken."

"Oh crud! That's the one my in-laws got us as an anniversary present two years ago! My wife will flip out if she finds it broken." Butch worried knowing what the hand blow vase meant. "It's been in her family for years. I'm a dead man. Crankshaft is the least of my problems now."

"Not to worry. Goofy brought it back with him and Malificent was able to fix it with no problem and sent it back to your house safely."

Butch had been walking over to the bathroom and stopped in the doorway.

"Malificent? That's big time magic there. Remind me to thank her, that is if she doesn't blow my head off first."

"She's a great gal. Always willing to lend a hand, a lot like Dark Danny. I heard a rumor that they're dating." Walt said in a very matter of fact way.

"Geeze, talk about your power couples." Butch rolled his eyes and closed the bathroom door behind him.

After a shower and a meal, Butch was taken to see Danny. Cartouche was waiting in a room that was round and pale blue with a dome ceiling of glass. The room was not very big, and had an almost church like feeling to it. Butch stopped when he saw Danny lying on ornately carved stone table. He walked slowly to the boy and gazed down at him.

Danny's chest was wrapped in white bandages. A bit peaked out from the open cut of the loose shirt he was wearing. A similar outfit to Cartouche's but Danny's was in a dusty grayish lavender. Butch reached out and touched the side of Danny's face.

"Danny, I'm so sorry I dragged you into this mess."

"It is not your fault, Butch. If you hadn't brought Danny to him, Crankshaft would have taken him from you. We were able to cleanse and restore Danny's powers to him, but I'm sorry to say he hasn't awakened yet."

"I have to get back. I've been gone far too long. Crankshaft might have…"

"He hasn't attacked yet, but he's going to." Clockworks voice came from nowhere and then he appeared next to Cartouche. "He has ingested the Essence of Evil."

"That is bad news for our cause." Cartouche intoned seriously, then noted Butch's look of confusion. "Essence of Evil is an ancient potion. Whoever drinks it becomes a servant of Darkness. He gains great powers and can do most anything with them. He has become a monster and you must defeat him before he destroys the children."

Butch looked at the Guardian as if he had three heads.

"Me?! What can I do to stop him? You have power, why don't you and the other Creators stop him?"

"We are not allowed to leave this plane of existence. This is our place. Only the living Creators can move from one plane to another. You have the power within you if you open your mind to the book." Cartouche explained as Clockwork changed to his elderly form.

Butch gave the Guardian a wary look as he took Danny into his arms.

"Thank you for your help. I'll do the best I can."

"I know you will defeat him, Butch Hartman. Remember you are a chosen Creator, that is something Horace T. Crankshaft will never have in his arsenal of evil."

Cartouche said, with warmth in his voice as he walked Butch to the door. Before he left, Cartouche put a hand on Butch's head and spoke in a language foreign to the young man.

"An ancient Egyptian blessing that the gods may smile upon you and fight with you. Now go and stop he who would destroy all we have worked for."

Butch nodded, and then walked down the long corridor with Walt and Clockwork until they arrived back in Walt's office. Walt, who had been carrying The Book of Cartouche, put it down on a nearby table and picked up the book he had removed to open the doorway. He placed the book back in its slot and the bookcase closed again.

Looking down at Danny, Butch suddenly remembered what he was going to ask Cartouche.

"Wait! What about Danny? How am I supposed to wake him up?"

Walt leaned on the table, putting his hand on the gold book.

"Oh, for pity's sake Hartman, use your head! It's a classic spell from a classic fairy tale. The answer is obvious, even to you! You young animators should spend more time studying the classic works."

Butch thought a moment then the answer popped into his head.

"If you think I'm gonna kiss him…I love him like a son, but really…"

"No, you dolt! Not you!" Walt moaned as he went over to the bookcase and pulled out a very fancy leather bound book. He put it on his desk and flipped through it. "Yes, here it is. Now Crankshaft used the Sleeping Beauty spell. That is broken by a kiss. Loves First Kiss to be exact."

"Where am I suppose to find a princess to kiss him? I don't have time to put an add in the paper!" Butch moaned as he gently put Danny down on a nearby couch. "All the Disney princesses are taken."

"It doesn't have to be a princess, it just says it has to be Loves First Kiss. Now if I'm in the loop when it comes to your show that would be the lovely Sam Manson."

Butch rubbed his temples, closing his eyes tightly.

"Boy, that's a hard one, Walt. I know there's an undercurrent between Danny and Sam, but I promised myself I wouldn't push it one way or the other."

Walt dropped down in a nearby chair and let out an exasperated sigh.

"Well then, Horace has won then. He may not have killed Danny, but if he takes over the toon universe that will be the second thing on his agenda, after tearing you to shreads."

Butch moaned as he slumped down into a nearby chair.

"One again, I have no choice, do I?"

"No, but at least this is going to be a positive move forward. I'll make the arrangements from here. Let's see now I'll get Goofy to pick Miss Manson up and bring her here."

"Poor Sam." Butch sighed.

When Butch finally stepped through the portal back into Micky's house, Micky was waiting patiently as always.

"Where's Sam? Let's get this over with." Butch said with little enthusiasm.

"Whoa there, Butch! Sorry, but we have to do this the right way, Walt's orders."

"Why do we have to make a production number out of this?" Butch groaned as he followed Mickey across the hall to a doorway. It was a winding stairway, lit by hundreds of candles. Mickey entered and motioned for Butch to follow.

"Danny has had a classic spell placed on him and it's gonna take a classic cure. I'm not crazy about it either, but it sure has the girls all in a tizzy! They're on the other side of the house now getting Sam ready."

"I don't see why I have to get all dressed up to kiss Danny! It's stupid!" Sam said storming around the large dressing room. She was a mess herself, getting the ride from Goofy in the limo. Danny's parents were animate on coming along, but Cinderella's Fairy Godmother assured them that they would see Danny soon and he would be right as rain.

"I wish I could say the same for Goofy's driving skills." She added.

"I'm not a princess. I don't want to be one." Sam argued, sitting down in a chair.

"Snow, maybe you can talk to her." Cinderella suggested.

"I'll try," Snow White said, going over to Sam and sitting next to her. "You know Sam, being part of a fairy tale isn't all that fun sometimes. Sometimes it's very scary, but that's when you find out who you really are. You have a chance to rescue someone and that's a wonderful thing."

"I don't feel so wonderful. Danny and I are friends, I don't want to push this thing." Sam explained, feeling her eyes well up.

"We don't want you to feel that way," Princess Aurora said with heart felt sympathy. "I didn't have an easy time either, I fell in love with a boy, then found out I was suppose to marry a prince, but then they ended up being one and the same!"

Flora, Fauna and Meriweather had been off to the side, listening, but approached Sam and smiled.

"You know Sam, a lot of girls would give anything to be in your shoes right now." Flora said with a nod. Sam looked at the fairy with a questioning look.

"Thinks so?" She asked.

"Why, of course dear! Most girls have to wait around for the prince to find them; you already know who he is and where he is!" Fauna added with enthusiasm.

"Danny needs your help. There's nothing in the rule book that says you have to run off and get married the minute he wakes up," Flora said thoughtfully. "You're still just fourteen after all."

"You can still be friends. Loves First Kiss isn't a binding contract, just a confirmation." Fauna added warmly, patting Sam's hand.

"Ohhhh, enough of this nonsense, let's get on with the dress!" Meriweather stormed about with impatience.

With that said, everyone gathered around the dress form chatting away leaving Meriweather and Sam.

"I can just imagine what they'll come up with," Meriweather fussed for a moment, then turned to Sam and asked kindly. "What kind of dress do you want?"

Sam shook her head.

"I really don't know. I'm not the dress up type of girl." Sam admitted with a rose blush to her cheeks.

The others were whipping fabric and magic about while Meriweather thought, tapping her wand in her hand.

"I think I have just the thing! Stand up, dear if you would."

Sam got to her feet and closed her eyes and the blue clad fairy let loose a blast of power. She smiled at the results.

Sam opened her eyes and looked down on the most magnificent dress she'd ever seen. It was a ball gown of frosted lilac with a scalloped overskirt of silver lace of roses and stars. Reaching up, she touched her hair that was now done up in a regal bun with a tiara of tiny stars and roses and a necklace to match with star drop earrings.

The others turned around in the middle of their gaudy pink mess to gaze at Sam. The ooohs and ahhhs made Sam blush even more. The princess all gathered around Sam, admiring her new gown and jewels. Meriweather cocked her head at Flora, Fauna and the Fairy Godmother and said with a satisfied smile,

"Try and top that!"

The other three fairies looked over at the pathetic mess they'd made and admitted defeat.

"Meriweather has style. Who knew?" Fauna said with a sigh.

"Cosmo, are you sure you're feeling alright? You've been through quite an ordeal yourself." Butch asked worriedly as Cosmo hovered over his shoulder.

"You know fairies heal fast. I'm ready for anything!" Cosmo said brightly.

Wanda looked around the tower room they were in. It was the tallest tower of Micky's home with a balcony and a small sitting room and bedroom. Butch had followed Micky up the long flight of stairs, carrying Danny and wondering why they never put in an elevator.

"Actually this is the best guest room. Best, because it takes forever for guests to find us downstairs!" Mickey chuckled. Wanda groaned as she sat on the bed next to Danny, still lost in sleep.

"You Disney folk sure have to do things the hard way," she complained. "Why make such a production number out of this anyway? Don't you think it's hard on the kids?"

"Sorry Wanda, but Cosmo did place the spell and according to the rules of the game, we have to do things by Magical Protocol." Mickey said very matter-of-factly.

"I just hope this doesn't wreck Danny and Sam's relationship. They're only fourteen, not ready to jump into true love just yet." Butch worried as he stood in the doorway of the balcony and looked out over the star studded sky. Cosmo disappeared for a moment then reappeared.

"I snuck down and got a look at Sam, oooooo, she's so pretty! In fact, I think I'll make them match!" Cosmo grinned as he flew over Danny and let loose a rainfall of magic that changed the loose clothing Danny wore to a suit in the same color as Sam's dress and trimmed in silver with a cravat necktie of the same lace as Sam's gown. Cosmo added a small star pin to the lapel of the jacket.

"Oh Cosmo! That's so sweet!" Wanda said, giving him a kiss on the cheek.

A puff of sparkling smoke appeared in the main room and there stood Sam with the fairies and princesses. Butch stood in the doorway and glared down at Mickey.

"Oh, they can just poof into the room, but I have to take the stairs."

"It's uh, good for your heart?" Mickey said with a light laugh.

"Ok, we've got a boy to wake up, stand aside!" Meriweather said in her brisk manner, pushing past Butch and entering the room Danny was in. The others quickly followed, making the room very crowded. Sam was the last to enter, her heart skipping a beat when she finally saw Danny.

"Oh, Danny!" She said, rushing to his side.

Butch looked around and decided it was time to take charge.

"Ok, everyone out! Common, clear the room! Let them have some privacy!"

"But we want to watch!"

"You don't get to see this kind of magic everyday!"

Butch listened patiently, and then looked over to Sam who gave him a heartfelt pleading gaze.

"Look, I know this is special for all of you, but it's much too private a moment for a bunch of spectators. Come on now, shoo, all of you!" Butch said firmly, but with good intentions as he moved everyone out of the room, everyone but Cosmo and Wanda who turned themselves into tiny recording equipment and hid behind a nearby lamp.

Finally alone, Sam turned to Danny and took his still hand in hers.

"Danny…well, here goes."

She sat down on the edge of the bed and bent down and placed a gentle kiss on his lips. As she sat up, Danny slowly opened his eyes and smiled.

"Wow, that sure beats Tucker whacking me with a pillow at a sleepover any day!"

"Really?" Sam blushed as Danny sat up and wrapped his arms around her.

"Yeah, really."

He kissed her for a long moment, then pressed his forehead against hers and blushed.

"Gosh, you look pretty. Like a real princess, though I always knew you were one."

Sam blushed crimson as the held hands. They stayed like that for a few minutes until Sam got up and pulled him to his feet. They went to the door and opened it to cheers and applause from the gathering in the next room. Cosmo and Wanda appeared next to Princess Aurora and handed her a compact disk.

"It's all here for your viewing pleasure." Cosmo said, getting a kiss on the cheek for his efforts as the princess slipped the disk into a satin bag hanging from her belt.

Butch stepped forward and gave Danny and Sam a huge hug.

"Glad to have your back, Danny. I wish we could have a celebration but right now we've got big trouble. Crankshaft has gotten a potion to turn him into some evil overlord and is gonna attack Animaville. We need you to help the others to stop him."

Danny looked around at the fairies and princess who nodded. He then turned to Sam and smiled bitterly.

"I was gonna ask you for a dance in the pretty dress. When this is over, promise to save me a dance?"

Sam's eyes welled up with tears as she threw her arms around Danny.

"Go do you thing and I promise we'll have that dance."

"I'll throw the biggest party this town has seen, just to seal the deal!" Mickey chirped merrily.

Danny took a step away from Sam and closed his eyes.

"I'm Goin' Ghost!"

Everyone marveled as he transformed from Danny Fenton into Danny Phantom. Danny grabbed onto Butch and Mickey, becoming invisible and flying down through the tower to the main floor.

"Does that mean we have to take the stairs?" Cosmo asked sheepishly.


	15. Chapter 15

Chapter XV

The roof of the Animaville Mall was as large as any human mall, but those malls did not have cartoon characters scattered about with binoculars looking in all directions.

"See anything, Dick?" Fred Flintstone spoke into a walkie-talkie while his buddy Barney Rubble kept looking over the roof edge.

"Not a thing, Fred but I do have a feeling something's on its way." Dick Dastardly said with uneasiness in his crackling voice as he looked down to his scraggly dog, Mutley who just shook his head and continued to look out into the darkness.

"Everyone just keep a sharp eye and holler the first thing you see." Fred instructed everyone.

"What are we looking for, Fred?" Barney asked as he handed the binoculars to Fred.

"I don't know, Barn. Mickey said there was something bad heading this way and to let him know as soon as we see it first." Fred muttered with intense worry as he flipped the channel selector on the walkie-talkie.

"George, you still up there?"

"Yes Fred, nothing to report at this time." George Jetson said from his space car as he patrolled a few miles out from the mall.

"Thanks George. Captain Hook, anything on your end?" Fred asked.

"Nothing at this time," the flamboyant pirate said pacing the deck of his flying ship. "Are you sure you got this information from Mickey Mouse? He's not one to go off on a wild goose chase."

"That's an affirmative. We stay out until someone sees the first sign of trouble. Youngblood, anything on your end?" Fred asked.

"Nothing Fred. Have you any word on Danny yet?" the young pirate asked with a child like concern over his friend.

"Sorry kid. Not a word yet. I'll let you know as soon as…."

"Avast there! Skullduggery on the horizion!" Youngblood yelled into the walkie-talkie as he saw a swarm of black coming towards Animaville.

"Looks like a cloud, but the movement is all wrong!" Hook added as Peter Pan landed on the deck with Tinker Bell clinging to his collar.

"We'd better clear off Captain! Something bad is headed our way!" Peter panted.

"All hands, emergency stations! Fall back!" Hook called out to his crew. Youngblood was calling the same orders to his crew as well.

"We got the bogie Fred. Approximately, five miles out of town." Peter gasped into the walkie-talkie that Hook handed him.

"Got it. Get back here. We meet at Disney Estates!" Fred said, changing the channel to talk to his crew. "Everyone, bad news heading our way, evacuate the mall, I repeat, evacuate the mall and head to Disney Estates. That's where we'll make our stand." Fred announced as the toons on the roof came running to him. "You all know your stations; let's get everyone out of here, now!"

"Yes, thank you. We'll be waiting." Mickey hung up the phone and looked up at Butch.

"He's on his way. We'll be ready for him and what ever he's bringing along with him."

"You guys can't fight him. I have to do this." Danny said with determination.

"Danny, you're not a one man show. This isn't a script, it's real. We all need to fight together." Butch said, turning to Marvin. "What do you know about the Essence of Evil?"

"Nothing, I never knew he had it until now. I guess there was something he didn't share with me." Marvin said quietly as Jack Fenton came into the room loaded with Fenton equipment.

"Marvin, help me hand out the Fenton Riot Gear."

"Sure Jack," Marvin said as he meekly held out his hand to Butch who took it firmly. "Good luck to you."

"Good luck to all of us." Butch said, letting go his grip so Marvin could follow Jack outside. Jack turned and went to Danny and hugged his tightly.

"You got a lot on your shoulders, son. Do your best."

"Dad, tell Mom and Jazz I love them." Danny said quietly. Jack smiled tightly and ruffled Danny's white hair.

"You bet, Ghost Boy of mine! Let's go Marvin." Jack said, handing Danny a pair of Fenton Binoculars, then he lumbered across the room and out the door.

"I'm going up to the spire to watch what's going on. Maybe I can catch Crankshaft by surprise." Danny said to Butch as Mickey came to them.

"He's just crossed the town line. What's the plan, Butch?" The little mouse asked.

"Not sure Mickey, we're gonna have to play this one by ear. Get going Danny." Butch said, but not before he also hugged him. Danny embraced him back then looked at him with a sour expression.

"Funny how everyone gets all mushy when the world's about to go blooey."

With that, Danny turned intangible and shot through the house to the top most tower.

Blowing out a lungful of held breath, Butch tapped the book in his hand and looked down at Mickey.

"Well, guess we should go down and greet our uninvited guest."

The huge front lawn of Mickey's estate was crammed with every toon that lived in Animaville. From the front doors of the house the dark swarm was visible, looking like a vibrating black cloud. There was a tension in the air that came from not only the approaching evil but the toons themselves. Mickey walked along side Butch as he made his way down the long driveway to the main gate of Animaville.

Toons looked at the human with emotions ranging from deathly fear to hope. Many called out their support. Butch stopped to see two sailors standing together.

"Popeye and Bluto, glad to see you're here to help." Butch said with a smile as he shook hands with the two legends.

"Wouldn't miss this fight for the world, would we Popeye?" Bluto said in a deep, gruff voice, his white teeth shinning through the dark beard around his mouth.

"Ya thinks me would run from a fight like this? If ya can'ts fight fer ya home, what can ya's fights fer?' Popeye said, clutching his famous pipe tightly in his mouth.

Butch moved on with Mickey close by.

"Butch, Butch!" A small voice called out from the crowd.

"Timmy?"

Timmy Turner came bursting out of the thick crowd with his parents close behind him. As Butch knelt down, Timmy threw himself around Butch's neck.

"I'm scared Butch. That bad man got Danny."

"Danny's fine now. He'll be here and we'll beat that bad man, don't you worry." Butch reassured, giving the little boy a huge hug. Cosmo and Wanda appeared next to them.

"Its ok sport, Cosmo actually saved Danny." Wanda said proudly. Timmy looked positively baffled.

"This day just keeps getting weirder and weirder," the boy muttered as Butch pried him from his neck and set him down next to Mr. and Mrs. Turner. "Don't let the bad man hurt us Butch."

Butch was touched by Timmy's simplicity.

"I promise Timmy; in fact I promise all of you, no one is going to hurt you, not while I'm here!"

A loud cheer went up from the crowd that quickly changed to fearful cries as the black mass in the sky descended to the street on the other side of the gates to Animaville.

A gray mist dissipated from the mass revealing a bat-like creature the size of a small airplane. From the back of the creature a heavily robed figure descended and walked toward the heavy iron gate. Standing on the other side of the gate, several small flying creatures with long bony arms reached out and removed the outer cloak from the figure.

It was Horace Crankshaft, but not the man Butch had seen in their last encounter.

He seemed to be taller and looked nearly half his age. His eyes glowed the sinister blue that radiated from the new staff he carried. He was dressed in a multi layered set of robes of black and blue with silver embroidery about them. The long open sleeves were lined in blood red and gold. His white hair was much longer, down past his shoulders and his head was covered in a very ornate silver helmet with two long horns coming from the front of the helmet and curving out past the back of his head. He smiled; a portrait of pure evil.

"Well, well, what a fine reception for your new Master! Won't you open the gates and permit me and my minions' entrance?"

"Never!" Shouted Pariah Dark, standing firmly on the toon side. "This is our kingdom. We serve no master here, but the Creator."

"That pathetic little nothing!" Crankshaft spat, pointing a long twisted finger to Butch who stood a few feet from Pariah Dark.

"He is our Creator. We owe him our allegiance, no other." The Fright Knight added from atop his black steed.

"Then you follow a fool. Let me in at once!" Crankshaft commanded only to be laughed at by the toons. Only Mickey and Butch were not joining in.

"No way is that gate going to stop him, we'd better stand back." Butch counseled the mouse who nodded as they slowly moved away from the gate.

"Then let me show you what a gate crasher I can be!" Crankshaft laughed as he raised his arms and pointed the staff to the gate. A wave of blue energy bashed down the gate, knocking down Pariah Dark and The Fright Knight and his horse. Several toons went forward to help them up as Crankshaft leisurely made his way into the compound.

From his vantage point at the top spiral of the mansion, Danny watched Crankshaft blow the gate down through the Fenton Binoculars. He took off the binoculars and hung them on the spindle of the town before he put his fists out in front of him and dove directly for Crankshaft.

"My, what an audience we have here tonight!" Crankshaft said darkly as he walked in front of the stone wall near the entrance. "But where is dear little Danny?"

"Right here, you freak!" Danny said as he plowed into Crankshaft and they both went crashing into the stone wall. Dust and stone tumbled about as Butch started forward, only to have Mickey grab his hand, holding him back.

"Wait Butch; let's see who's coming out." The mouse wisely counseled.

Slowly, Danny made his way from the rubble and a great cheer went up from the gathered crowd.

"That wasn't so bad." Danny smiled as he brushed stone dust off his suit.

Crankshaft emerged from the rubble unscathed and holding the handle of a sinister looking bull whip made from a braided blue energy that stopped Danny cold in his tracks as it wrapped tightly around his chest, pinning his arms to his sides. One quick snap from Crankshaft and Danny fell to his knees, trying to keep from crying out from the pain he felt.

"That's it; I've had enough of this!" Butch growled as he stormed through the crowd to face Crankshaft.

"Ah! I thought you'd come when you saw your pet project fail!"

"Danny doesn't fail that easily. What do you want here?" Butch asked making it sound more like a warning than a question. Crankshaft smiled as he handed the ornate handle of the whip to the creatures that hovered closely to him.

"Want? I don't want anything; I've come to take what is rightfully mine. All of Animaville! I told you my plans before, these creatures are to be sold to the highest bidders."

A cry of shock and anger rose from the gathered crowd. Butch turned to them and held his hands up, with The Book of Cartouche still in his possession.

"Everyone please! I'm not going to let this happen," Butch said as the crowd became silent again. He turned again to Crankshaft, a burning anger rising in his eyes. "No one is enslaving these people. They have as much right to live free as…"

"Rights? You speak of rights? Honestly, you should hear yourself, Hartman! You sound like a greeting card!" Crankshaft said with much amusement as he looked out over the vast crowd of toons, waving his staff over them, his tone becoming darker.

"You speak as if these things are real like you and I. They're not, you know. They have no more rights than a pet dog or cat. You know, Hartman as the new Master Creator, you in all rights own these beings. The law will uphold that, I assure you. With my powers and your command we could not only rule the toon world but the human world as well!"

Butch felt his knees weaken a bit as he put a hand to his head in shock.

"What?"

Crankshaft slowly walked about, surveying the landscape full of toons as he spoke slowly.

"Think on this, young Hartman. People buy toons to do their chores for them and in a matter of a few years everyone will have toons. People will grow lazy and stop thinking for themselves and in that time I will take my place as their ruler. They will not be able to stop me, for to stop me would mean the end of their supply of toon labor. Don't' you see? People will become addicted to having toons; it will be the new drug of choice."

"You're forgetting one thing Crankshaft, you can't create toons. I'm the only game in town for that little trick and I'm not going to help you." Butch said firmly, feeling a warm glow coming from the gathered toons, not unlike the one he felt from the little unborn toon back at Cartouches' palace.

Crankshaft looked over his shoulder with an evil smile.

"I can make you do whatever I want you to do."

"Try me."

"Very well then, let's being here with those gathered. How many of you would surrender now? A show of hands please?" Crankshaft spent several moments surveying the crowd. "Pity, not one hand raised." He turned his attention to Danny who was trying his best to break free.

"Now, despite the fact that Danny Phantom has been quite the thorn in my side, I am willing to overlook his transgressions and put him back on the throne where he belongs."

"No way, you creep!" Danny spat. Crankshaft went over to Danny and grabbed his chin, pulling his face close to his.

"I will make you a prince of the night. You shall be my son."

"Nobody takes Jack Fenton's son away from him!" Jack roared as he barreled through the crowd. He stood before Crankshaft, a Fenton Bazooka leveled square at Crankshaft's chest. He was quickly joined by Maddie and Jazz. Close behind them were Vlad, Dan, Technius and The Box Ghost.

"I am the Box Ghost!! I…"

Box Ghost found himself blasted back to the front door of Mickey's house by Dark Danny.

"Does he EVER shut it?" Dan grumbled.

"This ends now!" Jack said as he fired the bazooka at Crankshaft who quickly waved his staff. The blast from the weapon was hurled back at Jack, stunning him and the others.

"NOOOOOOO!" Danny cried out as he fought to his feet despite the two creatures tearing at his clothes and hair. Crankshaft snapped the staff in Danny's direction.

"Do you really want a taste of this?" The man challenged.

"No Danny, be still." Butch told him calmly. Danny took a deep breath and relaxed as he saw his friends and family slowly coming around.

"You can't change a toons' nature once it's set. No one can do that." Butch challenged, walking up to Crankshaft.

"True, I can't, but this can." Crankshaft said, holding up a hand as a dark object flew from the large bat he'd flown in on. It was a book similar to Butch's but this one was made from blackened iron and set in blood red rubies. "This book was given to me by my masters, beings who are born of the darkest magic ever. With this book, I may not be able to create a toon, but I can change one into a creature of Darkness bound to me forever. I think a demonstration is called for, oh do not fear Butch. I won't use Danny for this, for that would be a waste of great talent. I think someone else….yes, why not!" Crankshaft said as he held his staff high and called out,

"Tucker Foley, come on down!"

Tucker suddenly appeared over the crowd and found himself flying directly to Crankshaft, landing with a thump at his feet. The dark lord reached down and jerked the young boy to his feet by the back of his shirt. Tucker wrinkled his face in disgust of the man holding him.

"Dude, you sure opened yourself up a big ol' can of Evil, didn't you? Oh well, there goes our plans for The Crankshaft Christmas Special."

"Insolent boy! Do you think that this is some sort of joke?" Crankshaft let go of Tucker's shirt as four more of the bat creatures flew in from the street and held Tucker tightly. "This is no laughing matter, you excuse for Comic Relief."

"Leave him alone!" Danny cried out, fighting to break free.

"Let him go!" Butch demanded as he stepped away from Mickey.

"No Butch, don't!" The little mouse cried out as he watched Crankshaft point his staff at Butch. A surge of blue power hit the human square in the chest, sending him flying back into the crowd of toons, who did their best to break his fall. Butch staggered to his feet to watch what happened next.

"Consider that a warning, Hartman. You're too far out of your league to help now." Crankshaft said darkly as he opened the black book to a blank page. "Behold all of you, your own fate should you resist me further!"

Crankshaft laughed maniacally as he grabbed Tucker's left wrist.

"Mr. Crankshaft, no! Please, no more!" Marvin begged as he came forward.

"You were too weak, Marvin. Even now you cannot appreciate the beauty of my power."

"Where is the Horace T. Crankshaft that I once knew? A man who cared enough to take a green kid under his wing and help him develop his talents? I worshiped you and look what you've done! Why can't you be content to be the legend you are?" Marvin asked with great sadness in his voice and pain in his face.

Crankshaft kept a firm hold on Tucker as he spoke harshly to Marvin.

"You're too weak, Marvin. Had you stayed with me I might have shared this power with you. Oh, not equally to be sure, but a little to keep you in line. You have no idea the beauty and splendor of True Evil, my boy. Once it enters your blood there is no other feeling on Earth that can compare to its magnificence. I'm going to show you right now how that Evil works on the body and mind, then perhaps I will take you back, seeing how I'm feeling quite magnanimous tonight."

Crankshaft turned his attention back to Tucker and pressed his hand against the page. Tucker cried out in sheer agony as a sickly blue power engulfed him.

"Tucker!!!" His parents rushed forward, only to be held back by Pariah Dark and The Fright Knight.

"No, you can't help him now." The Fright Knight said with sadness as they all watched the transformation taking place.

The blue power danced over the boy's body and as it did it slowly transformed him. No once could remember who scream was more agonizing, Tucker the victim or Danny the helpless friend but their screams and cried seemed to feed the energy. Crankshaft let go to the boy and stepped back to watch him change into a demon like creature. His skin changed to a metallic blue that was snake like in texture. His legs became amphibian with the tail of a snake. Tucker's physique grew in stature to the size of Dash's but much more muscular. Leathery bat wings broke out from his shoulder blades as his face took on the look of a snake, his eyes mere slits of glowing blue and long black hair fell down his back and over his face. His hand finally dropped from the book, now a huge claw.

"My first re-creation, isn't he beautiful?"

Butch couldn't conceal the horror and anger he felt at that moment.

"How DARE you take MY work and destroy it!" Butch roared, pointing an accusing finger at Crankshaft. "When I create a monster it's a monster with a heart and mind of its own, not a misshapen slave!"

The monster looked past Butch and saw Jazz standing close to her parents. It smiled a sickly sneer as it said in a hoarse voice,

"Mine. Jazz is mine."

The beast leapt into the air and spread its wings to fly to where Jazz stood. Before anyone could react, it swooped down and grabbed Jazz and flew back to Crankshaft and landed next to him, holding the fighting girl in its arms. Crankshaft looked pleased at his creature's idea.

"You want her? Yes, I can turn her into a creature like you."

"NOOOOOO!" Danny screamed, fighting against his bonds. The toon community was not going to stand by and watch this horrible even again. They started forward in one unified group but the evil man held up his staff.

"By all the Forces of Darkness, I command you to stop!!"

A fire of blue erupted from the staff and encircled everyone in a force field except for Butch who stood just a few feet from Crankshaft. The dark lord turned to the animator and said with a smirk,

"Top that, Hartman." He then turned his attention back to Jazz. "I think perhaps a Dark Fairy, yes that would suit you just fine, my dear."

He opened the book again and grabbed her hand and pushed it closer and closer to the page.

"Danny!!!! Butch!!!!! Help me!!!!!"

Something in her voice hit both Butch and Danny in a way nothing else had that night. Butch raised his book and ran towards Crankshaft, smacking him across the face with it. Danny roared as he finally broke the bonds of the whip and blew off the creatures holding him captive with a blast of his Ecto-energy. He turned his attention to the snarling monster that had once been his best friend.

"Hate to do this, Tuck but if you wanna date my sister I'm so not gonna let that happen."

Danny let go another volley of power, knocking the monster flat on its back.

Butch grabbed Jazz and shoved her towards the force field.

"Get out of here, Jazz…now!"

Shivering with fear, she ran through the force field and into the arms of her parents while the captive toons used all their powers to break out, but to no avail.

Crankshaft rose up and fired a bolt of blue from his hand that just barely missed Butch, but burned the sleeve of his shirt.

"C'mon! That's the second shirt you've ruined! My daughters picked it out for last Christmas!"

"Then it will be the last one you remember!" Crankshaft vowed as a blue volley hit Butch in the knees, sending him sprawling to the ground.

Danny had his hands full with the creature, trying to knock it out and avoid swipes from its talon hands and snake tail.

Crankshaft walked over and planted the blue stone squarely on his forehead as it started to glow.

"The only thing you are going to remember, my boy is that I am your Master!"

An explosion of yellow and white light engulfed the area. Crankshaft stepped back, shielding his eyes as did the creature and all the other beings with him. The light wavered and took form to reveal Master Cartouche.

Cartouche bent down and offered a hand to help Butch to his feet. Butch took his hand and felt that same warmth he had from the toons.

"I thought you couldn't leave the toon realm?"

"I can on occasions where my help is needed. I would say you are in need of my help, wouldn't you?" Cartouche asked in a kind voice.

"Looks like everyone dressed up for tonight's festivities except me." Butch noted the grand robes Cartouche wore. All in gold and studded with gems from his Egyptian style crown to the elaborate sandals.

"Then it's time we fixed that. I don't care for dressing up but there are times when ceremony dictates and this is one of those times. You are, after all the new Master Creator, so you should look the part." Cartouche smiled as he pointed his staff at Butch. His clothing changed is a shattering light to an outfit similar to what Cartouche wore when he first met him, except the one Butch now wore was white and gold with silver stars about it.

"Who is this intruder on my Dark Arts?" Crankshaft demanded to know as he stepped forward.

"I am Cartouche. Caretaker of these, my children." He said firmly, sweeping his staff over the gathered toons. As he did, the force field that held them fizzled and dissolved into the night air. A great cheer went up from the toons.

"So, you're Master Cartouche. Then give me the power of the book, I demand it!"

"Uh, a little help here first?" Danny asked as the creature knocked him into a nearby bush.

Cartouche looked at the creature and recognized it for who it once was. A smoldering anger built up inside the tall man.

"As it was done, so shall it be undone." Butch immediately handed the book to Cartouche who summoned the creature to him. It came willingly despite Crankshafts calls for it not to. Cartouche took the beast's hand and pressed it gently against the golden cover of the book. A soft white light ran over the creature turning it back into Tucker Foley. The boy gazed in wonder at the man who saved him. Cartouche patted him on the head,

"Go now to your family."

Tucker rushed back to his parents as the toons applauded.

"Nice trick, I suppose you do birthday parties too." Crankshaft sneered at the loss of his evil creature.

"It's over Crankshaft, so why don't you take your creepy bat friends and blow this pop stand." Butch said, feeling very empowered as Danny joined him and Cartouche.

"Not until you give me that book! I still have the power to call down utter destruction on all of you unless you give me the book!" Crankshaft demanded. Cartouche nodded his agreement.

"Perhaps you are right, Horace T. Crankshaft. It is time for you to see the secret of what makes a Creator."

"What? We can't give him the book!" Butch said in protest as Cartouche put an arm around Butch and turned away from Crankshaft.

"I did not say to give him the book. I said he should see what makes a Creator. Do you remember the conversation we had back at my palace on what makes one a Creator?"

Butch thought for a moment, then nodded.

"I know what to do." He said turning around. Putting on his best game face, he sighed as he walked slowly toward Crankshaft.

"You're right Crankshaft. We don't have enough power to beat you, so here you are, The Book of Cartouche is yours." Butch said holding out the golden volume to the horror of the gathered toons which Cartouche quickly silenced with a wave of his hand.

"At last! Took you long enough to see the error or your ways, Hartman. Now, show me how to open the book!" Crankshaft said with evil glee. Butch looked over his shoulder to see Cartouche nod his head and put an arm around Danny's shoulder.

"Hold tight to my robes, Danny. This won't be pleasant."

Butch took the stylus from it's holder on the cover of the book and signed his name. The lock snapped open and Butch took the book firmly in hand as he quickly found the page he was looking for. He close the book on his thumb and looked at Crankshaft long and hard before speaking,

"You never understood what makes a Creator. It's not the book or any power. What makes a Creator is Love. Love of his work, love of his creations. That's why you never were and never will be a Creator. You lack love."

Crankshaft laughed hysterically at the younger man.

"That love business again! Power, pure Evil that's what makes men great, Hartman. Your sniveling sentiment is dust in the wind, my wind! Now, give me that book!"

"Very well, you asked for it, you got it." Butch said in a very matter of fact way as he handed the book to Crankshaft, but opened it to the page he marked with his thumb.

A blast of pure white light leapt from the pages, engulfing the evil magician. Crankshaft screamed as he dropped the book to the ground but its power engulfed him.

Cartouche pulled Danny close to him, not wanting the boy to witness the destruction.

Butch couldn't help but watch as the light tore through the man, reverting him back to his elderly self. It ate away at his very being, sucking the very life force from him.

In a matter of moments it was over and the book closed on itself and locked.

Butch bent down and looked at the dried out carcass that had once been Horace T. Crankshaft. 

The huge bat and creatures that had accompanied him had disappeared.

The silence was heavy over Animaville as the toons stood dumbfounded by what they had just witnessed. Cartouche turned to them, still holding Danny close to him.

"My children, you have won your freedom tonight. Never forget this night and never forget that Evil will covet your uniqueness and try again to take your freedom from you. I bless you all for your courage and faith in the goodness of Mankind." He then turned to Danny and looked down on the boy. "You are unique, the first of your kind Danny. You are a child of two worlds. Stay the course and become someone we can all be proud of."

Danny wrapped his arms around Cartouche and a few moments later, the Guardian disappeared as he came.

Marvin walked slowly up to Butch and looked down at his former employer.

"He was once a great man Butch. Why couldn't he be happy with that?"

"Wish I knew, Marvin. I wish I knew." Butch said in a said voice as a thunderous cheer came up from the toons. Marvin bent down and picked up the body of Horace T. Crankshaft and walked out the gate to his car that suddenly appeared across the street thanks to Cosmo and Wanda who flew over to open the back door for him. He put the body down on the back seat and got behind the driver's seat.

"I am sorry for you, Marvin. You're not a bad guy." Cosmo said with a frown.

"Are you gonna be alright? Can we help you?" Wanda asked with great concern.

"No. I gotta take Mr. Crankshaft home, call the doctor and get my life back. That's something magic can't help me with, but thanks anyways." Marvin said as he drove off into the night. Cosmo and Wanda hovered for a minute before joining the toons as they cheered Butch as he followed Mickey back to his house.

As they stepped inside, a great wave of fatigue hit Butch and he collapsed to the cool marble floor.


	16. Chapter 16

Chapter XVI

Butch woke to find himself back home in his own bed. He felt very groggy as he propped himself up on his elbows and looked around the darkened room. Everything seemed normal until he felt something feathery fly by his face. The drapes were suddenly opened to let the morning sun spill into the room.

"What the…." He grumbled as his eyes finally focused to see a little toon blue bird perched on the lampshade next to the bed. It started to sing merrily just as Snow White entered the room, followed by several forest animal toons.

"Oh! You're awake! That's wonderful! I'll tell the others!" She said with great delight as she closed the door behind her.

Butch got out of bed and grabbed the bathrobe at the foot of the bed and made his way down the hall to find the house filled with toons! Snow White seemed to be heading up a battalion of toons who where hard at work cleaning every inch of his home. A red haired toon in a futuristic dress came from the kitchen with a wooden spoon in her hand.

"You go back to bed! You should be resting." She marched toward him. Butch backed up into a chair and fell down in it.

"Jane, what is going on here?" He asked Mrs. Jetson in total confusion as Maddie Fenton and Wilma Flintstone came out of the kitchen also.

"Well silly, after you saved all of us we decided to come here and make sure your house was spotless when your wife and daughters come home this weekend," Maddie said with a smile.

"I always knew cavemen where slobs but I had hoped men would have evolved a bit since our time." Wilma Flintstone joked.

"What day is it?" Butch asked as Cinderella entered the room with a bucket of soapy water.

"It's Wednesday! You've been asleep since Sunday night." She explained, wiping her wet hands on a plain blue apron over a bland looking dress. Butch looked confused until the memory of what happened finally came back to him.

"You poor man! You collapsed in the foyer of Mickey's house after the fight with that horrible Crankshaft fellow. Your ghosts brought you home and we all decided that we would come and clean up for you while you rested." Aurora added as she swept out of the kitchen in her peasant girl dress, carrying a tray of breakfast and putting it down on Butch's lap and giving him a kiss on the forehead.

"You mean, I didn't dream that whole thing, it really happened?"

"Yes it did." Came Clockwork's voice as he appeared in the middle of the room in his child form. "Would you all mind if I spoke with Butch alone?"

The toons quickly left the room. Butch took the tray of food and put it down on a nearby table.

"I'm sorry I wasn't here when you awoke but we've been rather busy since Crankshaft was defeated."

"So, what's happened since then?" Butch asked in a very matter of fact way.

"A lot of concern about you, but I assured everyone that you would be fine. Mostly planning has been happening for a celebration."

"A Celebration of what?" Butch inquired as the ghost changed to his adult form

"To celebrate the victory over Evil and the fact that we officially have a new Master Creator." Clockwork said with pleasure in his voice.

Butch looked warily at the Master of Time.

"I don't think it's a good thing to celebrate someone's passing, even if he was an evil genius."

"No, it's not like that. We want to honor you, not rejoice over someone's death, least of all Horace T. Crankshaft's."

"Well that's all fine and good Clockwork, but what about me? What happens now?" Butch was clearly confused and Clockwork could sense that. He smiled as he changed into his elderly form.

"Now, if I told you that it would take all the fun out of the adventure called Life, now wouldn't it?"

"Must you always be so cryptic?" Butch asked, pounding his fist on the arm of the chair in frustration.

"That is the way you made me and that is the way I am. I'd better leave, Vlad is about to arrive I can only take him in very small doses."

"So can I." Butch moaned as Clockwork disappeared in a spinning blast of power.

Rising from the chair, Butch called out to the others,

"You can all come back in, he's gone."

The toons all re-entered the room and went back to work, while Butch went back into his bedroom to shower and change. He no sooner had slipped his robe back on after a long hot shower when Vlad Plasmius burst into the room, followed by Skulker, Technius and Dark Danny.

"Look, can't a guy dry off in peace around here? What is this, Toon Central Station?!"

"You've had two days sleep; couldn't you be a little more cordial?" Vlad asked with an offended air as he hopped up onto the bed and propped himself up against the headboard.

"Do you mind?" Butch asked with exasperation. "I haven't been awake a half hour and I find my house taken over by the Animaville Cleaning Brigade. Next, in pops Clockwork with more words of mystic wisdom and now you, the Four Musketeers!"

"Well if you don't want to know what's going on then I guess we'll just leave." Dan muttered, flicking a speck of lint off his arm.

"We were just passing by, thought we'd drop in." Technius said with a touch of hurt in his voice.

"The last time you passed through, you knocked out power to the whole town for ten hours!" Butch said, making his way to a chair across the room and sitting down. Taking a deep breath, he regained his composure.

"Look guys, I don't mean to be snippy, I'm just really confused by all this."

"That is the purpose for our visit, to clarify the situation." Skulker said in his deep voice.

"What situation…oh crap, it's Wednesday! I gotta call work and tell them…"

"Already taken care of," Vlad said with a wave of his gloved hand. "Everything at the studio is under control. We told them you were sick with a stomach virus, from your own cooking of course."

"Oh, thanks a heap, Vlad!" Butch muttered as he rubbed his forehead.

"We wanted to tell you about the big party Friday night." Dan said with little interest.

"Mickey and all the Disney gang are throwing a big shindig at his place!" Technius said with delight.

"It's not a party, it's a Grand Ball you dolt!" Vlad said drolly as he sat up on the edge of the bed. "Animaville is having the Grand Ball to welcome you as the new Master Creator, dear boy. It will be the social event of the century, every toon is invited."

"Look guys, that's all very nice, but I'm really not in the mood for a party, or ball or whatever, so you go and have a good time, ok? I gotta get dressed." Butch said, getting up from his chair, only to have Skulker push him back down with enough force to nearly knock the chair backwards.

"Where the heck is Cosmo when you need him?" Technius grumbled as the little green haired fairy popped into the room.

"Sorry guys, took a wrong turn on the freeway again…hey Butch, you're up!" Cosmos said with great delight.

"Yes I am Cosmo. Thanks for that news update, now if you all don't mind, I'd like to get dressed and possibly go for a walk to clear my head." Butch said, dismissing his toons who did not budge.

"Sorry, Butch but we can't leave." Dan said, leaning against a dresser.

"Look, I gotta get dressed and I don't need an audience!"

"Oh, I can fix that! Our magic doesn't work on humans, but since he's our Creator, I'll give it a shot!"

"No, Cosmo don't…" Butch pleaded but the fairy let loose with a blast of power that enveloped the room. When the fairy dust cleared, Butch was looking somewhere between livid and lethal.

"Cosmo," he began slowly, but with a cutting edge to his voice as he reached up and grabbed the fairy's necktie, pulling him face to face. "This is a very nice outfit you picked, one of my favorites in fact, but ON MY WIFE!!!"

"Uh, sorry about that, Boss. Won't happen again." Cosmo sheepishly said looking at Butch decked out in a purple evening dress. The four ghosts in the room could hardly contain themselves.

"Where's a camera when you need one?" Vlad sighed.

"Right here," Technius said, producing a small digital camera from the one of the many pockets on his long duster coat. "Smile Butch!" He said snapping a quick picture and stashing the camera before Hartman could snatch it out of his hands.

"I thought you guys were my friends." He said as Cosmo changed his clothing back to one of his casual outfits.

"No, we're your employees and as such we deserve a bit of blackmail material," Vlad almost cooed with delight. "I cannot wait for the company Christmas Party this year. Maybe we should forward this to New York, let them see how the other half live?"

The other toons roared with laughter as Butch filed this incident away in his memory to find that picture at a future date and delete it at all costs as he stormed out of the room and out to the patio where he dropped down in a chair. A toon doe came out with his breakfast tray balanced on her back. Butch took it and patted the deer before she ran back into the house. He ate a bit before the four ghosts came and joined him.

"What happened to Cosmo? Did you eat him again, Skulker?" Butch asked dryly as he continued his breakfast.

"He had to get back to Mickey's place. They need every ounce of magic to pull this party off and with Jorgen in charge of decorations things could get ugly." Dan explained.

"So, why are you four here, besides to make my life a living nightmare?" Butch said finishing his meal.

"We have been given the honor of being your official House Guard." Skulker intoned with great seriousness.

"My what?"

"Master Cartouche feels that even with Horace Crankshaft gone; there might be others that will covet your abilities." Vlad added, with equal seriousness.

"We have been hand picked to be the best for that job. Our combined skills would make it impossible for anyone to harm you." Dan added.

"You couldn't stop Crankshaft." Butch pointed out, but not unkindly.

"But we have learned from that experience." Technius replied.

"You guys can't hang around my house all the time, people will talk. How am I supposed to explain your presence to my family?"

"We will be very discreet. No one will know we are here and there will only be one of us at a time. Others will augment our team as needed." Vlad finished.

Butch looked up at the four ghosts in defeat.

"I suppose there's nothing I can do to dissuade you?"

"No, our course is set." Skulker said firmly.

"Silly me for thinking this was over. Guess it's just beginning." Butch groaned.

Friday night came quickly and Mickey's house was ablaze with lights as every toon in Animaville descended on Disney Acres and the Grand Ball.

Every bit of magic in the community was called on to make the ball a success. From the enlargement of the ballroom to the refreshments it was Animaville at its best.

The Fentons arrived fashionably early decked out in their finest. Vlad was at the entrance with Mickey and Minnie to greet them. Vlad was in his human form for the night in white tie and tails. Jack rambled into the room in his tuxedo and looked at Vlad.

"Was this white tie and tails? I didn't get the memo." Jack said to Vlad.

"You look splendid Jack, but no one can outshine the Fenton ladies!"

Maddie smiled as Vlad kissed her hand. Wearing a deep green gown with black and green beading she shimmered in the light. Jazz wore ball gown of mint green with iridescent sequins that sparkled in the light.

"Well, no Danny Phantom tonight, dear boy?" Vlad asked as Danny brought up the rear. He was dressed in the suit Cosmo had whipped up for him that matched the dress Sam had worn when she broke the spell. The suit was silver lavender with a silver cravat neck tie.

"Nope. Tonight it's just plain old Danny Fenton." He said as the Disney Princesses entered the room, resplendid in their new gowns. They saw Danny and squealed with delight as they rushed to him and swept him off to the party.

"Gee, why can't I be that popular?" Jack asked. Maddie squeezed his arm and smiled.

"You are with me, Jack Fenton."

The Foleys and Mansons came in together. Tucker and Sam chatting away until they saw the Fentons.

"Where's Danny?" Sam asked, looking spectacular in the lavender and lace gown Meriweather had made for her.

"You just missed him." Maddie smiled.

"Yeah, he just got hijacked by the Disney Princesses! What a lucky kid, huh Sam?" Jack grinned ear to ear.

Sam smoldered and it wasn't lost on Tucker.

"Lucky guy, huh Sam? Ouch!" Sam gave him a quick jab to the ribs, and then smiled brightly.

"I guess I'm gonna have to wait my turn then." She said, wringing her gloved hands as she followed the adults into the house.

Almost an hour later Butch arrived. He half stepped, half crawled out of Mickey's limo as he had on his first trip. Goofy held the door open and saluted as Butch stood straight and brushed off his evening suit.

"You know Goofy," he said with a tired smile, "I'm gonna give you a big tip."

"Really?! Gosh Butch, you don't have to do that!" The gangly toon gushed.

"Oh no, I must and this is it…Goofy, get yourself some driving lessons." Butch patted the tall toon on the shoulder and went inside. A moment later Technius made his way out of the car and gave Goofy a stern look.

"You call yourself a chauffeur?" He challenged.

"Nope. I call myself Goofy."

Mickey was pacing around looking at his watch.

"Gee, what took you so long Butch?" He asked with relief.

"Ask Goofy, he was driving or in my case he seems to make that limo fly."

"C'mon. Everyone's waiting for you." The mouse said with urgency as he hustled Butch to the ballroom entrance. Butch was about to walk through the curtained doorway, but Mickey stopped him.

"Where have you been?" Butch asked Technius as he stood behind him.

"Before or after I rolled under that seat?" Technius replied.

A drum roll sounded from the other side of the curtain and a blast of herald trumpets sounded. Mickey slipped through the curtains and into the spotlight.

"Ladies and Gentlemen, welcome to our first annual Animaville Grand Ball! I know I'm not the fella you're waiting to see so here he is, our very own Butch Hartman!!!"

"Oh please tell me I don't have to give a speech! I thought I'd just show up and leave early." Butch bemoaned as the curtains opened and the trumpets played again.

Technius grinned, giving him a gentle push.

"C'mon, just say a few words to the folks and mingle. You're the Master Creator now, its part of the job."

Rolling his eyes with resignation, Butch stepped onto the large landing of the grand staircase. Several colored spotlights shown on him as he cleared his throat and tugged at his black tie.

"Uh, thanks Mickey for that swell introduction. I wasn't expecting to give a speech; in fact I'm not going to."

"Thank the Creator for that!" Vlad said in a rather loud voice.

"You're welcome." Butch replied and received a long laugh from the gathered toons. "I really don't know what to say to all of you. It seems I've inherited a very large family to add to my own and that's how I think of each and every one of you, as a family and one thing families like to do is party, so let's get this party started!"

Everyone cheered as the lights came back on and the music started. Butch made his way down the staircase and was surrounded by well wishing toons wanting to meet him. It took nearly a half hour before Mickey was able to pry him away from the eager toons and to a quite table in a corner of the room where he found Marvin Greesh.

"Marvin! Good to see you again!" Butch grinned as they shook hands and sat down. Mickey quickly returned with two heaping plates and drinks from the buffet.

Donald Duck showed up and grabbed Mickey by the arm.

"Common Mickey, Minnie's looking for you and if she's looking for you, Daisy will be looking for me!"

Butch and Marvin laughed as the little white duck and the mouse scurried off into the crowd.

"I don't blame you for not coming to the funeral today." Marvin said as he played with the food on his plate.

"I'm sorry. I've been asleep for two days, I just woke up this morning. How was it?"

"Awful. Despite everything I still admire Mr. Crankshaft's work. He was so ahead of his time. No one came. We had the cathedral booked and not one person showed, not even Entertainment Tonight."

"Wow! They're always ready to cover a funeral. I should have been there." Butch said sadly.

"Mr. Crankshaft spent a ton of money on his funeral. Everything was pre-arranged, the flowers, the eulogy that I had to read and nearly choked on every word knowing what I know now. Well he belongs to the Ages now, resting in that huge mausoleum he had built years ago. Have you ever seen it?"

"No. I'd like to."

"It is quite the monument to him. You could house a family of four in it. It's so sad, all the time he spent designing it and having it built and now he's there all alone. He hated being alone, that was his greatest fear, you know."

"So, what about you Marvin? What are your plans?" Butch asked with great concern for his new friend.

"Well, Mr. Crankshaft did leave his entire estate to me. The whole ball of wax, so to speak. I want to do something constructive with it. I'm gonna open an animation museum and study center. He's got a great collection of classic works from all of the greats, there are even a couple of sketches of yours in there he managed to get a hold of. Despite everything, he really did admire you, Butch. We both did. I could sell the collection, but I really would like a place for the public to come and see it. I also want a place for animation students to come and study these pieces and draw inspiration from them, so I'm gonna do a major renovation of the old house and put up the art work and encourage other businesses to enter the neighborhood and build it up again. I also plan to take that vacant lot across the street and build a playground for the neighborhood kids. That's just the start."

"That's amazing Marvin! I'd like to come and help if I can." Butch smiled over the plan.

"Thanks, I'm gonna need all the help I can get. Several of the toons here have offered to help out too. They don't get out in the public light much anymore and this would be a great way to re-introduce them to the community."

"We'll get the word out to all the studios and see what kind of support we can drum up," Butch said as the lights lowered and a drum roll sounded. "Speaking of drums. I am NOT giving another speech!"

A spotlight shown brightly on Mickey and Minnie in the center of the ball room.

"Ok folks, to get the evenings festivities started, Minnie and I thought we should start the night off with a waltz."

Everyone applauded as Mickey put up his hands for them to stop and laughed lightly.

"Oh no, not me! I think the honor of the first dance of the night should go to someone who we all love around here. A guy who showed us what it takes to be a hero."

"I'm not dancing with anyone." Butch muttered under his breath.

"So to start the night off, let's get Cosmo and Wanda out here!" Mickey said brightly as everyone applauded.

Wanda flew out to the center of the floor, dragging poor Cosmo by the arm.

"Isn't this wonderful, Cosmo? You're a hero!" Wanda said with delight as she gave Cosmo a kiss. Cosmo lit up and said,

"I should save people more often!"

"Are you ready to have the first dance?" Mickey asked. Cosmo leaned close to Wanda and whispered in her ear and she nodded, and then gave Cosmo a little push forward.

"You know everyone; I really don't want to hog the spotlight, so Wanda and I would very much like to share this dance with a true fairy tale couple. Danny and Sam, come on down!!!"

Across the room, Sam spewed punch all over Tucker as Cosmo made his announcement. Tucker gave her a hard look.

"Sam, next time I want punch, I'll get my own."

On the other side of the room, Danny was being waited on by the princesses when he heard his name called out. The princesses all squealed with delight. Danny slowly got to his feet that felt like lead. It was then that the Disney Princes came to his aid.

"Go on Danny, you can do it!" Prince Charming said from one side.

"You'll never know how much you love her until you dance with her." Cinderella's prince advised, giving Danny a push forward.

"After all, this isn't exactly the Fourteenth Century!" Prince Phillip said as the three walked behind Danny to the edge of the dance floor. Danny looked over his shoulder and the three princes just smiled and nodded. He turned and stepped out onto the floor as Sam was doing the same on the other side of the room. They stopped inches from each other as Mickey and Minnie walked off the floor and the lights dimmed.

"Remind me to thank the both of you later." Danny said between his teeth as the music began.

"Gee, is it that tough to dance with me? You did promise me a dance." Sam said with a touch of hurt in her voice as Danny took her in his arms and slowly began to move across the floor.

"No, I just wanted to do this in private, that's all." He defended which didn't help his case one bit.

"Oh, so you're ashamed of me?"

"Great! They're gonna break up before they even start dating! Cosmo, do something!" Wanda worried as Cosmo held his wand up over his head and suddenly a soft warm light shown down from the ceiling and tiny crystals of magic drifted down from above.

Sam looked up and the tiny sparkles dances about as Danny looked up also. They both smiled and seemed to relax as the music picked up in tempo and they danced around the room to everyone's delight.

"Cosmo, you didn't use a Love Spell, did you?" Wanda asked with a worried tone as they danced in the air.

"No, I wouldn't do that to them. They're just kids. It's just Happiness. I got the spell from the Three Good Fairies. Man those gals sure can cook!" Cosmo replied as he spun Wanda around and soon everyone was on the floor dancing the night away.

From his bright palace, Cartouche smiled as he watched the ball on a large viewing screen along with the other Creators.

"I think Butch is gonna have his hands full," Walt said to the others. "At least we were together in this, we had each other to rely on."

"He'll be fine. Kid's got Moxie, that's for sure," Tex Avery smiled, holding up a glass and winking at Walt. "Anyone who can stand up to Horace like he did is A-OK in my book."

"Funny, I haven't seen Bill or Joe in awhile, anyone know where they are?" Walt asked the gathered Creators of the whereabouts of Bill Hanna and Joseph Barbara.

Cartouche smiled as he pointed to the large screen they were viewing.

"I asked them to handle a very sensitive job for me. Let's check in with them."

The picture of the ball faded and a new one appeared. It was a busy street in the toon city below. Toons of all shapes and sizes were hurrying about their business, but slowed down to watch an unusual sight.

An old fashioned sanitation can was being pushed by a very elderly man in a white uniform. He was being followed by two human men in a beat up jalopy car.

"Hey Horace, you missed a spot!" Bill Hanna shouted out the window at the sanitation worker who brought his can to a halt. He glared at the two men as he pulled out a broom and dustpan and quickly swept up the offending paper and dumped it into the can. He slammed the lid shut and glared at the pair.

"Now, now Horace, temper temper! Remember your blood pressure, oh, that's right you don't have blood pressure anymore!" Joseph Barbara roared.

Horace T. Crankshaft turned on the two men and roared angrily at them.

"I am the Master of Darkness! You can't keep me here forever, you know! I will escape and when I do I will have my vengeance on you all, but especially Butch Hartman and Danny Phantom! I will destroy the Council of The Creators and then the Book of Cartouche shall be mine!!!"

"No wonder your cartoons went out of style, dig that corny dialogue!" Bill Hanna laughed heartily.

"Forget the master plans Horace, you gotta finish before it gets dark. I wanna get back to watch the new DANNY PHANTOM episode on TV." Joseph Barbara said with enough enthusiasm to make Crankshaft take his push broom and snap the handle in half.

Both Hanna and Barbara looked surprised, but only for a moment.

"Man, that's coming out of your paycheck." Bill said in a wary tone.

"Bill, he doesn't get a paycheck remember?" Joe added.

"Oh, you're right. No paycheck, no blood pressure, this is great!" Bill said pointing to the broken broom. It rose from the ground and mended itself and jumped back into Crankshaft's hands.

Walt couldn't contain his amusement at what he'd just seen.

"You sent the right team to keep an eye on him."

"Yes, Bill and Joe love their work, as we all do." Cartouche smiled as the picture changed back to the ball in full swing. The dance was just ending and Sam and Danny were in the middle of the room as the music swelled and they kissed as did Cosmo and Wanda high above them.

Butch and Marvin stood off to the side next to the Three Good Fairies who where dabbing their eyes with lace handkerchiefs.

"I just love a happy ending!" Flora sighed.

"Me too!" Fauna agreed.

"If you even think of changing the color of her dress, I'll deck you Flora." Meriweather said very politely. The other two fairies dropped their jaws as Meriweather waved to Danny and Sam, who threw a kiss her way.

"I'm so happy for those kids! I think I'll give them a ride home in the limo!" Goofy sighed, standing behind Butch and Marvin. Marvin smiled at Goofy.

"That's a very nice thing to do, Goofy."

"Well, if you think it's so nice, you take a ride with him." Butch said with a wicked grin.

THE END….OR IS IT?


End file.
